Terms & Conditions for Core Health Ltd

The Terms and Conditions below are the standard Terms of Core Health Ltd and apply to all services provided by Core Health Ltd.

1. For the purpose of these terms and conditions "we", "our" and "us" refers to Core Health Ltd which has its registered office at Core Health Limited, First Floor, 49 Peter Street, Manchester, M2 3NG

2. For the purpose of these terms and conditions "Healthcare Provider(s)", "Your," “Yourselves” or "You" refers to individual medical practitioners, dentists, treatment providers, surgeons, consultants, hospitals, clinicians, clinics, healthcare companies, healthcare service providers, travel agencies. Core Health Ltd; facilitates introductions between Clients and Healthcare Providers through the Internet; creates websites for Healthcare Providers; provides Healthcare Providers an opportunity to promote themselves and their services on the Internet.

3. For the purpose of these terms and conditions “Agreement” means an agreement formed between You and Core Health Ltd comprising an order, invoice or quote and these terms. 

4. For the purpose of these terms and conditions "Website" means any website managed by Core Health Ltd.

5. For the purpose of these terms and conditions "Client" means any visitor/user of the Website.

6. For the purpose of these terms and conditions "Medical Services" means the medical/health/cosmetic/dental/aesthetic/other service that the Healthcare Provider is legally permitted to provide to a Client.

7. In consideration of the mutual obligations of the parties hereto, Core Health Ltd will provide information to Clients about various Healthcare Providers to assist Clients in making informed decisions by conducting their own research into the Healthcare Providers and the Healthcare Provider's services thereby assisting Clients in choosing the relevant Healthcare Provider to meet the Client's particular needs. If the Client chooses to complete an online enquiry form for Medical Services, then we will facilitate contact between You and the Client by providing relevant Client data to You. This is our "Website Service."

8. For the purpose of these terms and conditions "Listings" means all forms of advertising/promotion, including but not limited to; priority listings, page sponsorship, basic listings, banner advertising, profile pages, website links, media supplied by the Healthcare Provider.

9. Healthcare Providers can purchase a bespoke campaign specifically organized for their business.

10. For the purpose of these terms and conditions "Data" means all electronic Data or information submitted by the Client onto the Website and transferred by Core Health Ltd to the Healthcare Provider. Data is sent by Clients through an Enquiry Form.

11. For the purpose of these terms and conditions “Effective Date” means the date on which this Agreement is formed.

12. For the purpose of these terms and conditions “Your Media” means any documents, information, materials, images, graphics, logos, trademarks, domain names, contact details, patient testimonials, case studies and text provided by You to enable Core Health Ltd to produce Advertisements, Priority Listings, Profile Pages, Listings and Sponsored Pages as applicable. By providing such media You state that You have the right or permission to use third party material. Core Health Ltd will not be responsible for obtaining permission to use third party material provided by You.

13. For the purpose of these terms and conditions “Invoice” means the document setting out the services that will be provided by Core Health Ltd and the payments due.

14. For the purpose of these terms and conditions “Order” means an order for Services placed by You on an order form or directly to Core Health Ltd in writing, by email or by telephone.

15. For the purpose of these terms and conditions “Quote” means the document setting out the Services that may be provided by Core Health Ltd and the applicable estimated Fees.

16. For the purpose of these terms and conditions “Services” means the services to be provided to You by Core Health Ltd including but not limited to the Website Service and Listings.

17. A reference to “Writing” or “Written” means written correspondence faxes and emails. The use of E-Mail shall be considered by both parties as constituting written communication between parties.

Listings

• Any work provided by us including priority listings, page sponsorship listings, profile pages, banners, external links or otherwise will be subject to a charge.

• The content of page sponsorship listings are prepared by Core Health Ltd using Your Media or by Yourselves and provided to Core Health Ltd.

• Priority listings give You prominence on the website page over basic data, in a list of search results. Priority listings are placed in a fixed position on any given website page, in that other Healthcare Providers may only buy priority listings beneath an existing priority listing.

• Priority listings are bought on a 'first come, first served' basis. The Healthcare Provider that makes payment first, will assume the higher position.  

• Page sponsorship listings give Healthcare Providers exposure on an information page directly beneath the title of the page. This involves an internal web-page link through to the Healthcare Providers profile page.

• Listings can be displayed anywhere on a page and availability is at our discretion.

• The design, content and layout of a website page can be changed at any time and at our discretion.

• Listings and details of different Healthcare Providers can be displayed on any website page including direct competitors.

• Basic listings appear underneith priority listings on any given webpage page.

• Banner advertising can be added to any part of a webpage and at any time, regardless of other listings that appear on a given webpage.

Website Service

• Online enquiries can be electronically posted from various website pages. These include information pages, news pages, find pages, FAQ pages and a-z pages.

• All online enquiry Data relating to a Healthcare Providers Medical Service niche, will be sent directly to the Healthcare Provider that has bought the Website Service for that niche. This may be subject to location.

• If the Healthcare Provider has complete exclusivity of enquiry data, the data will not be sent to any other Healthcare Provider. The Healthcare Provider will have exclusivity over all enquiry Data and complete ownership of all enquiries within their niche.

• If the Healthcare Provider does not have complete exclusivity of enquiry data, the data may be sent to any other Healthcare Provide. The Healthcare Provider will not have exclusivity over all enquiry Data and will not have complete ownership of all enquiries within their niche.

• Online enquiries are sent via email or, directly to the Healthcare Provider or can be integrated into a CMS. The Healthcare Provider must specify their preferred email address.

• A copy of all online enquiries will be recorded by us, but the Data will not be disclosed to a third party for the purpose of selling Medical Services.

• All website services are provided on an initial minimum term of 12 months after which the agreement continues on a monthly rolling basis until terminated by either party

Data Protection for the Website Service

1. The Healthcare Provider warrants to Core Health Ltd that it shall comply strictly with all requirements of the British Data Protection Act 1998 in relation to the processing and transfer of Data.

2. The Healthcare Provider undertakes that it shall process the Data only to the extent necessary to provide the Medical Services.

3. The Healthcare Provider undertakes not to disclose the Data to a third party in any circumstances other than strictly required for the performance of the Medical Services at the specific request of Core Health Ltd or as otherwise specified herein.

4. The Healthcare Provider shall not disclose the identity of any Client without the express prior written approval of the Client. Inclusion in any reference or marketing list shall also only be undertaken with the express prior written approval of the Client.

Warranties

• The Healthcare Provider warrants that the Medical Services shall be supplied and rendered by appropriately experienced, licensed, qualified and trained personnel of the Healthcare Provider.

• The Healthcare Provider warrants that the performance of the Medical Services is permitted and lawful and that the Medical Services shall be carried out in accordance with the skill, diligence, prudence, foresight and judgment which would be expected from of a properly qualified and experienced person engaged in the same type of undertaking under the same or similar circumstances, applying the standards generally applied at the relevant time in the medical industry in compliance with all applicable laws, enactments, orders, regulations, and other similar instruments and at all times in accordance with its own standards, policies and procedures.

• The Healthcare Provider warrants that it holds a valid licence to provide Medical Services issued by the relevant medical regulatory authority in its country. 

• The Healthcare Provider warrants that it will not provide any information or make any statement that is untrue, false, incorrect or misleading including in particular (but not limited to) information relating to its identity, contact details, experience, certification, services and prices.

• The Healthcare Provider warrants that the content supplied to us, including images, does not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy. 

• *Nothing in these Terms, excludes or limits Core Health Ltd’s liability for death or personal injury caused by negligence, fraudulent misrepresentation, or any other liability which may not otherwise be limited or excluded under applicable law.

• Subject to the above clause* and as otherwise set out in these Terms, Core Health Ltd makes no warranties or representation of any kind express or implied, statutory or otherwise regarding the availability of the Services, the timely provision of the Services and Core Health Ltd shall have no liability to You for any loss, damage, costs, expenses, loss of profit, reputation, future business or other claims for compensation arising from any information or instructions and details provided on the Enquiry Form, Response Pages, Advertisements, Services, Your Media Order or Order Form supplied by You or confirmed by You, which are incomplete, incorrect, inaccurate or illegible, or arising from their late arrival or non-arrival, or any other fault of You.

• Subject to the above clause* Core Health Ltd shall not be liable to You by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms and conditions of these Terms, for any loss of profit, damage to goodwill, loss of future business or any other form of indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Core Health Ltd, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services.

• Notwithstanding the above, subject to the above clause*, Core Health Ltd’s aggregate liability (whether in contract, tort or otherwise) for loss or damage shall not exceed the Fees paid by You for the provision of the Services in question.

Website Performance

Core Health Ltd gives no guarantees as to the performance, page rank, search engine organic positions, traffic or volume of visitors to the Website. We give no assurances as to the online positioning and prominence of the site within an individual Internet portal site or any such third party sites.

Your Status and Obligations

By accepting our quote, invoice or making the payment, You are accepting these Terms and You warrant that:

1. You are legally capable of entering into binding agreements;

2. You are accredited to provide the treatments and services detailed in Your Advertisements, Your Media, and the Enquiry Form, in Your Order and on Your invoice.

3. You shall provide the Treatments and Services with all skill, due care and diligence as would be expected from an accredited supplier of similar or identical Treatments and Services.

4. All Your Media that You provide to Core Health Ltd shall be accurate and up to date and should, during the provision of the Services, Your Media no longer be accurate, You shall promptly inform Core Health Ltd and provide new media that is accurate and up to date; and

5. Should Core Health Ltd be required to amend Advertisements or Services pursuant to clause 4. above, Core Health Ltd shall be entitled to charge Additional Charges for such work. The Additional Charges shall be applied in accordance with clause 4.

6. You shall promptly provide Core Health Ltd with Your Media and support Core Health Ltd, as required, in its provision of the Services to You.

7. You shall indemnify Core Health Ltd and hold Core Health Ltd harmless for any claims brought against Core Health Ltd relating to Your breach of clause 1. & 3.

Order and Formation of Agreement

You will place an order for Services with Core Health Ltd by:

1. Telephoning and placing an order with one of Core Health Ltd employees, representatives or agents or filling in and submitting an online enquiry form to Core Health Ltd or by email correspondence.

2. Core Health Ltd will send You an order form, quote or invoice and a link to these terms and conditions on our website. You must check the details on the order form, quote or invoice and read the terms and conditions on our website and if You accept them and are willing to be bound by them, You should make the payment, by making the payment You are stating that You have read and accept these Terms and conditions.

3. You should read the Terms each time You place an order and prior to making payment.

4. When You make the payment You are accepting the terms and You shall be bound by these Terms.

5. In the event that You would like to amend the details on the order form, You should mark up the amendments and return the order form, quote or invoice to Core Health Ltd. Core Health Ltd will review the amendments, and will send You a revised order form, quote or invoice to check. If You accept the content of the revised order form, quote or invoice You should comply with the procedure set out at clause 2. For the avoidance of doubt, neither party shall be bound by these Terms until You have made the payment. Amendments made to an order form, quote or invoice by You will constitute a counter offer. Core Health Ltd shall not be obliged to accept Your counter offer.

6. The order form, quote or invoice will contain the effective dates for the commencement of the services provided by Core Health Ltd or the effective dates are based on the date on which payment is recieved by Core Health Ltd.

7. The Agreement between Core Health Ltd and You will relate only to the Services that have been confirmed in the order form, quote or invoice.

Term and Termination

The Services are provided for an initial minimum period of 12 months from the date of Your invoice. Following the first 12 months of service the service will continue on a monthly rolling contract unless terminated by either party in writing with 30 days notice. If You cancel any of the Services before the initial 12-month period, we will not refund any payments made in respect of the remainder of the period. You may, by at least 30 days advance notice to us, choose not to renew this agreement upon the 12-month renewal date.

Core Health Ltd may terminate this Agreement forthwith if:

• the Healthcare Provider becomes bankrupt, or makes any composition or arrangement with, or conveyance or assignment for the benefit of its creditors, or enters into voluntary or compulsory liquidation (except for the purpose of bona-fide reconstruction or amalgamation), or if a receiver or examiner is appointed over any of its assets, or if any similar insolvency event occurs in any jurisdiction;

• the Healthcare Provider ceases, or threatens to cease, carrying on business;

• You fail or refuse to pay any money due to Core Health Ltd or arising out of or in connection with any part of the Service;

• You commit any offence;

• You cause to be published on the Website any actual or potentially defamatory, offensive, racist, harmful or obscene language or material; or
  You cease to be a member of a recognised body or Your licence to provide Medical Services is no longer valid.

• Core Health Ltd reserves the right to terminate this Agreement or suspend its Services, including but not limited to removing Your Media and Advertisements, in part or in whole, in the event that a complaint is received by Core Health Ltd from Your Clients or other Healthcare Providers concerning Your provision of treatments and other services provided by You. Such Services will not be reinstated until or unless You can provide sufficient evidence that the claims are false, or that suitable amendments are made to Your Media or the Advertisements to ensure that they are accurate and up to date.

• forthwith if the other commits any material breach of any terms of the Agreement and which, in the case of a breach capable of being remedied, shall not have been remedied within 28 working days of a written request to remedy the same;

If for any reason Core Health Ltd suspends or discontinues the Website, or is unable to supply the Service, Core Health Ltd is not liable to You or any third party for any suspension or termination of access to or use of this Website.

Core Health Ltd shall be entitled to terminate this Agreement for convenience at any time and without notice or penalty or charge.

Consequences of Termination

1. Upon termination of this Agreement all rights and obligations of Core Health Ltd and You shall cease to have effect immediately except that termination shall not affect accrued rights and obligations of Core Health Ltd and You under this Agreement at the date of termination or any express obligations in this Agreement of a continuing nature.

2. Within 24 hours of termination all Services shall cease, including but not limited to the publication of all or any Advertisements on the Websites.

3. All links from the Websites to Your websites shall cease to operate.

4. Core Health Ltd shall promptly return to You or destroy all Your Media in its possession.

5. Core Health Ltd shall cease to use Your Media and all Your IPRs, including but not limited to Your logo and trademarks.

6. For the avoidance of doubt, all licences granted under this Agreement shall terminate.

Fees, Payment and Cancellation

You can obtain information and details about the Services and Core Health Ltd’s corresponding fees directly from Core Health Ltd.

1. The Fees for the Services will be as quoted in the order form, quote or invoice such Fees shall be quoted in [GBP £] except in cases of obvious error. In the case of obvious error Core Health Ltd reserves the right to correct that error and apply the correct Fees, such error and amendment to the Fees shall be communicated to You as soon as reasonably practicable in writing. On receipt of such revised Fees, You shall have the option to withdraw Your Order, but due to the bespoke nature of the Services withdrawal of Your Order must be communicated to Core Health Ltd within 48 hours of Your receipt of the revised Fees. If You do not withdraw Your Order within 48 hours You shall be liable for 25% of the Fees.

2. The Fees are subject to applicable sales taxes, charges, duties or levies at the prevailing rate.

3. All Fees quoted are exclusive of VAT, this sum will be added onto the invoice which will be charged at the standard rate.

4. Fees may change from time to time, but (subject to clause 1.) changes will not affect orders in respect of which Core Health Ltd has already sent You an order form or invoice, the content of which You have accepted in accordance with clause 2.

5. Core Health Ltd requires payment prior to delivery of the Service. Alternatively, Core Health Ltd may invoice You for the Service. Payment should be received by Core Health Ltd within the terms stated on the invoice.

6. From time to time Additional Charges may apply. Core Health Ltd shall promptly inform You of such Additional Charges. Additional Charges shall be invoiced to You and payment shall be required on the terms stated on the invoice.

7. If Core Health Ltd has not received full payment of the fees and/or additional charges within the terms stated on the invoice, Core Health Ltd shall be entitled to charge You 4% above the Bank of England base rate Bank compounded monthly.

8. Your right to cancel a service will be restricted to 48 hours. Your cancellation of a Service must be communicated to Core Health Ltd in writing.

9. If Core Health Ltd has received notice of Your cancellation of a Service Core Health Ltd shall reimburse You for any payment received relating specifically to the cancelled Service and that Service only.

10. Should You cancel the Service after the 48 hours, Core Health Ltd shall be entitled to retain 75% of the Fees. The remaining 25% of the Fees shall be reimbursed to You within 21 days of receipt of Your written cancellation notice or the day Core Health Ltd confirmed to You via email that You were entitled to a refund.

11. From time to time Core Health Ltd may run promotions and offers (‘Promotions’) in respect of some selected Services. These Promotions shall be detailed on the Websites from time to time and, where You have given Core Health Ltd permission, may be communicated to You by email, telephone or fax. These Terms, together with any additional terms that are detailed with the Promotions shall apply. Orders for the Promotions Services shall be placed by You and supplied by Core Health Ltd in accordance with these Terms, unless stated otherwise. Such variation to these Terms shall be communicated to You with the order form, quote or invoice and You shall be required to indicate Your acceptance, in accordance with clause 1.

12. All sums due to Core Health Ltd shall be paid in full by BACS or Standing Order. Credit/Debit card, Cheque, & Paypal payments, are subject to agreement.  Provision of the Service shall be conditional on the Healthcare Provider making all necessary arrangements to pay for the Service, by such means.

13. We reserve the right to vary our prices without notice to You. Upon renewal, prices will be re-evaluated and we reserve the right to change them from prices charged in the previous 12-month period.

Supply of the Services

1. Core Health Ltd shall use its reasonable endeavours to provide the Services to You in accordance with these Terms and the Order Form, Quote or invoice.

2. Core Health Ltd shall use reasonable endeavours to meet any delivery or Effective From dates specified on the Order Form, Quote or invoice but any such dates shall be estimates only and time shall not be of the essence of these Terms.

3. Any changes or additions to the Services must be agreed in writing by Core Health Ltd.

4. In the event that changes or additions to the Services are required Core Health Ltd shall be Entitled to charge Additional Charges, such Additional Charges will be communicated to You in writing and shall be paid in accordance with clause 3.

5. Core Health Ltd shall provide the Services to You with all skill, care and diligence that would be expected from a supplier of similar or identical services, and in accordance with the Order Form Quote or invoice (as accepted by You) and these Terms.

6. In the event that Core Health Ltd is to produce Media and publish it on a Website as a Listing or Advertisement the Service shall be provided as follows:

You shall follow the Order procedure as set out at clauses in Order and Formation of Agreement;

Core Health Ltd shall prepare the Listing or Advertisement in accordance with the Order Form Quote or invoice;

Core Health Ltd shall send You a copy of the proposed Listing or Advertisement and Core Health Ltd shall provide access to a private area of the website where You may view the proposed Listing or Advertisement;

Within five working days of receipt of the proposed Listing or Advertisement You shall revert to Core Health Ltd with Your comments and any amendments You require;

As far as is reasonably practicable, Core Health Ltd shall make the amendments to the Listing or Advertisement that You require and send the amended Listing or Advertisement or shall provide access to a private area of the Website where You may review the amended Listing or Advertisement;

You shall indicate Your acceptance of the Listing or Advertisement by email or by fax.

7. Core Health Ltd shall make a maximum of 2 sets of amendments to the Listing or Advertisement. Additional Charges shall apply to all further amendments. Core Health Ltd shall inform You of those Additional Charges if such additional work is required.

8. Core Health Ltd may at any time, without notifying You, make changes to the Services, which are necessary to comply with any applicable statutory requirements, or which do not materially affect the nature or quality of the Service.

9. Whilst Core Health Ltd will make reasonable efforts to accurately reproduce as necessary the trading colours of Your trademarks and logos in the Core Health Ltd Media and Advertisements, no assurances or warranties shall be inferred into this Agreement that they will be reproduced exactly.

10. For the avoidance of doubt, in the event that Core Health Ltd and You enter into an Agreement for Services, whereby Core Health Ltd shall place links to Your website on Core Health Ltd’s Websites, Core Health Ltd hereby expressly states that it shall bear no responsibility for the content of Your websites. You hereby agree, that You shall indemnify Core Health Ltd for all and any damage caused to Core Health Ltd due to the content of Your websites.

Content Policy

Core Health Ltd acts as a passive conduit for the online distribution and publication of information, and has no obligation to screen content or information in advance and is not responsible for screening or monitoring material submitted by Healthcare Providers.  You are solely responsible for the content and information You provide to us to be published on the Website.  We reserve the right to edit or remove Your content if we believe it is untrue or that it may create liability for us. You are solely responsible for any images (including logos) provided to us to be used on the Website. You hold the right to ownership of any Logos or content provided to us but do not hold ownership of a URL.

Intellectual Property

1. Save as expressly set out in these Terms, nothing in the Agreement between Core Health Ltd and You operates to transfer any IPRs of one party to the other.

2. You warrant that You have the right and all necessary permissions and authorisations to licence Core Health Ltd to use Your Media and IPRs subsisting in Your Media to provide the Services.

3. You hereby grant Core Health Ltd a non-exclusive, terminable licence to use Your Media and the IPRs subsisting in Your Media to provide the Services as detailed in the quote or invoice and as amended by You and Core Health Ltd from time to time during the continuance of the Agreement, such amendment to be agreed by both parties in writing.

4. In respect of the Services that require linking to Your websites and use of Your domain names, You hereby grant Core Health Ltd a non-exclusive, terminable licence to use Your domain names (as specified in the Order Form, quote or invoice) to link and direct visitors to the Websites to You.

Disclaimers

This clause limits Core Health Ltd's legal liability to You for Your use of the Website.  You should read this clause carefully.  You acknowledge that You have entered into this Agreement relying on the disclaimers stated herein and that those disclaimers are an essential basis of these terms and conditions.

• The Website is available to all users "as is" and, to the greatest extent permitted by applicable law, the Website is made available without any representations or warranties of any kind, either express or implied.

• Core Health Ltd makes no representations, warranties or undertakings about the services or materials available on the Website (including without limitation, their merchantability, quality or fitness for a particular purpose).

• Core Health Ltd makes no representations, warranties or undertakings that the Website, or the server that makes it available, will be free from defects, including, but not limited to viruses or other harmful elements. To the maximum extent permitted by applicable law, Core Health Ltd accepts no liability for any infection by computer virus, bug, tampering, unauthorised access, intervention, alteration or use, fraud, theft, technical failure, error, omission, interruption, deletion, defect, delay, or any event or occurrence beyond the control of Core Health Ltd, which corrupts or affects the administration, security, fairness and the integrity or proper conduct of any aspect of the Website.

• All use by You of the Website is at Your own risk. You assume complete responsibility for, and for all risk of loss resulting from, Your downloading or using of, or referring to or relying on the facilities, service, Website Services, Listings, materials or products provided on the Website, or any other information obtained from Your use of the Website. You agree that, to the maximum extent permitted by applicable law, Core Health Ltd and providers of telecommunications and network services to Core Health Ltd will not be liable for damages arising out of Your use or Your inability to use the Website, and You hereby waive any and all claims with respect thereto, whether based on contract, tort or other grounds.

• No advice or information, whether oral or written, obtained by You from Core Health Ltd shall be deemed to alter this disclaimer of warranty, or to create any warranty.

• Limitation of liability to the fullest extent permitted by applicable law, neither Core Health Ltd nor any of its officers, directors, employees, affiliates or other representatives will be liable for loss or damages arising out of or in connection with Your use of any facilities, services, Website Services and Listings offered or transactions entered into through or from this Website including for the avoidance of doubt Your transactions with Clients or Medical Services facilitated through this Website, including, but not limited to, direct, indirect or consequential loss or damages, loss of Data, loss of income, profit or opportunity, loss of or damage to property and claims of third parties, even if Core Health Ltd has been advised of the possibility of such loss or damages, or such loss or damages were reasonably foreseeable.

• In no event shall Core Health Ltd nor any of its officers, directors, employees, affiliates or other representatives be liable for any damages whatsoever resulting from the statements or conduct of any Client or third party or the interruption, suspension or termination of the Website Services/Listings, whether such interruption, suspension or termination was justified or not, negligent or intentional, inadvertent or advertent.

• Without limiting the foregoing, under no circumstances shall Core Health Ltd nor any of its officers, directors, employees, affiliates or other representatives be held liable for any delay or failure in performance of the Website resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including, without limitation, Internet failure, computer equipment failures, telecommunication failures, other equipment failures, electrical power failures, strikes, lay-way disputes, riots, interactions, civil disturbances, shortages of labour or materials, fires, floats, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third party.

• Neither party may exclude liability for death or personal injury caused by that party's negligence or that of its employees or authorised representatives or for fraud.

Indemnity

You agree to defend, indemnify and keep indemnified and hold Core Health Ltd and (as applicable) its officers, directors, employees, Clients, affiliates or other representatives harmless against any and all claims, proceedings, actions, costs (including legal costs), charges, expenses, damages, liability, losses and demands made by or liabilities to any third party resulting from any activities conducted under Your account, Your use or misuse of this Website, including but not limited to supplying content for this Website, entering into transactions with Clients, the provision of Medical Services to Clients, contacting others as a result of their postings on this Website, infringing any third party intellectual property or other rights, failing to deliver the Medical Services to Clients, or otherwise arising out of Your breach or any breach of these terms and conditions.

Changes in these Terms and Conditions

Core Health Ltd may modify or terminate any services offered through this Website from time to time, for any reason and without notice, and without liability to You, any other user or any third party. Core Health Ltd reserves the right to modify the layout of the Website including the Website Service and Listings, change the content, presentation, performance, user facilities and/or availability of any part of this Website at its sole discretion, including these terms and conditions from time to time.  Your continued use of the Website will signify Your acceptance of any revised terms and conditions.

Relationship of the Parties

• Nothing in these terms and conditions shall constitute, or be deemed to constitute, a partnership between the Healthcare Provider and Core Health Ltd nor shall either party be deemed to be the agent of the other.

• The Healthcare Provider shall have no right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of Core Health Ltd or bind Core Health Ltd in any way.

General

1. Core Health Ltd shall have no liability to You if it is prevented from or delayed in performing its obligations under this Agreement or from carrying on its business for a period of one month by events beyond its reasonable control.

2. Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing addressed to that other party at its registered office address or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice and will be deemed to have been given 3 working days after the date of posting or 1 working day after the date of sending an email or fax.

3. No failure or delay by either party in exercising its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Agreement by the other party shall be considered as a waiver of any subsequent breach of the same or any other provision.

4. You may not assign or deal in any way with all or any part of the benefit of its rights or benefits under this Agreement without Core Health Ltd’s prior written consent, such consent shall not be unreasonably withheld.

5. Core Health Ltd may sub-contract the performance of its obligations under this Agreement.

6. The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no rights or benefits expressly or impliedly conferred by it shall be enforceable under that Act against Core Health Ltd or You by any other person, business, company or other entity.

7. Nothing in this Agreement is intended to create a partnership or joint venture or other legal relationship of any kind that would impose liability upon one party for the act of the other party between Core Health Ltd and You, or to authorise either party to act as agent for the other.

8. Any dispute arising under or in connection with this Agreement shall be referred to mediation before either party issues legal proceeding through the courts.

9. English law shall apply to the Agreement, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.

Website Development

The following terms and conditions apply to all new Website Development services offered by Core Health Ltd. By ordering a new website from Core Health Ltd, you are agreeing to the following terms and conditions.

• We reserve the right to refuse to construct a web site which we may judge as unfit due to content or otherwise. This includes, but is not limited by, sites containing adult oriented material such as pornography, sites which promote hatred towards persons belonging to any ethnic group, religion or sexual orientation and sites which infringe copyright or are contrary to UK laws.

• The acceptance of a commission shall be deemed as a contractual agreement between you and Core Health Ltd.

• All material, both text and images, supplied by you and used in the construction of your web site, will remain your property. All such material will be assumed to be the property of yours and free to use without fear of breach of copyright laws.

• The copyright for all material provided by Core Health Ltd, such as HTML code, graphics, photographs and text, will remain the property of Core Health Ltd until such time as payment has been made in full whereupon they will become the property of Your’s. This does not include rights to 3rd party (open-source) software or code. Core Health Ltd cannot be held responsible for project delays due to 3rd party software (or open-source) bugs or corrupt data.

• The project will start when the you pay Core Health Ltd 50% of the cost of the website.

• Core Health Ltd makes every effort to design pages which display acceptably in the most popular current browsers, but cannot accept responsibility for pages which do not display acceptably in new versions of browsers released after pages have been designed.

• Core Health Ltd will initially place your website on one of Core Health Ltd's demonstration servers in order that the you may view and comment upon the website's progress. When both Core Health Ltd and you agree that the website meets the criteria agreed during the commissioning process, Core Health Ltd will invoice you for the remaining amount due for the commission.

• On receipt of payment, we will publish the website on our server.

• If at any point during the website development cycle you wish to cancel, you may do so but will be invoiced an amount that Core Health Ltd judges to be proportional to the amount of work completed on the commission.

• If, during the website development cycle, you do not supply the content required in order to complete the commission within a reasonable amount of time, Core Health Ltd will consider that you wish to cancel the commission.

• Core Health Ltd accepts payment within the terms stated on the invoice.

• Any payment returned by the bank will incur a £25 administration charge. This will be invoiced and will be added to the total outstanding debt owed by you.

• Core Health Ltd does not undertake to maintain or update your website as part of the design commission. If a you wish Core Health Ltd to maintain or update a web site as a separate commission, Core Health Ltd will negotiate with you a maintenance contract appropriate to the amount of work required. Web site maintenance may also be undertaken on a time and materials basis if you so wish.

• Core Health Ltd reserves the right to alter prices at any time without notice. If you have commissioned any services from Core Health Ltd prior to a change in prices, that commission will not be subject to any increase, but any subsequent commission may be subject to an increase.

• Additions to original brief will be charged at the agreed hourly rate. You will be afforded proofing opportunities to check layout, typography and functionality of coding. Any changes required as a result of proofing are included in the price, provided they are not deviations from the original accepted and agreed quotation and brief. Any changes after proofing will be charged at the relevant hourly rate as specified for that type of development, in the original quote.

• Core Health Ltd cannot accept any liability for copyright infringement on behalf of you, and you hereby indemnify Core Health Ltd from any claims arising from the unauthorised use of images, ideas and intellectual property supplied by you.

Search Engine Optimisation, Google Maps Optimisation and PPC

• No business (not even Google AdWords), can give a 100% guarantee of getting your website ranked in the major search engines on your chosen keywords. The major UK search engine we target is Google.co.uk.

• Given that search engines will rank websites differently based on the same search phrase or keywords, it's technically impossible to rank highly on all the major search engines at the same time. Our approach therefore will be to focus our efforts on only the most relevant search engine(s), and only the most important keywords, in relation to your website.

• There is a lag between the SEO work we perform in relation to your website(s), and the effects of those changes being detected in the target search engines. This lag may be weeks, or months depending on the nature of the changes and the target search engines. 

• Core Health Ltd gives no guarantees as to the performance, page rank, search engine organic positions, traffic or volume of visitors to your website. We give no assurances as to the online positioning and prominence of the site within an individual Internet portal site or any such third party sites.

• Where agreed with Core Health Ltd, payment may be made on a monthly basis (unless agreed otherwise). The fee will be paid during the contract period by standing order. The monthly amount will be set at the time of the order.

• Failure to pay the monthly subscription fee may result in an administration charge of £25.00 for each late/missed payment. If you fail to complete more than 2 consecutive monthly payments Core Health Ltd is entitled to initiate court proceedings to recover the remaining funds owed to Core Health Ltd until the end of the 12 months (or the set number of months agreed in the contract).

• Core Health Ltd is under no obligation to accept the cancellation of the services by the Client within the 12-month contract period (or the agreed time period as stated in the contract).

• Core Health Ltd advises that regular, fresh content added to a site will help to improve the stability of rankings within search engines such as Google. You must understand fully that regular, unique content plays an important part of the success of your website and failure to add unique content will lessen the impact of other SEO services.

• It is agreed and understood that any activities undertaken by you (or by any third party on its behalf) which is in relation to or similar to the Project, including without limitation any modification of the project or your web site or the use of or inclusion of any third party product or service which might relate to the project shall interfere with the provision of the project by Core Health Ltd and affect the results, outcomes and positions in search engines. All such things should be discussed with Core Health Ltd prior to implementation.

• Increasingly, search engines and directories are moving towards paid-inclusion models. Our standard SEO package does NOT include such fees. This campaign does not include paid directories. We will inform you if there is a particular paid directory which Core Health Ltd believes you should sign up to. You will make the decision whether to pay the subscription fee or not.

• You will be invoiced for any PPC management fees on the first of each month for fees incurred during the previous month. All invoices are to be paid within 28 days of date of invoice. You will be responsible for paying all PPC advertisement fees.

• In the event case of pay-per-click or other search engine placement services which require the payments to third parties and are agreed with you prior to their implementation, you shall reimburse and indemnify Core Health Ltd for any out of pocket expenses incurred by it in supplying the same.

• Core Health Ltd will supply web design services for an agreed hourly rate.  We will provide a separate quotation per project. This applies to work that is deemed to be outside the original agreement stated within the proposal.

• Core Health Ltd reserves the right to alter prices at any time without notice. If you have commissioned any services from Core Health Ltd prior to a change in prices, that commission will not be subject to any increase, but any subsequent commission may be subject to an increase.

• You undertake that it will keep secret and confidential the terms of this agreement and any information supplied by Core Health Ltd in connection with this agreement or the business of Core Health Ltd (including the proposal) and the project and shall not disclose or make available such information or part thereof to any third party (except to its own employees and advisers and then only on a need to know basis) without the Core Health Ltd’s prior written consent provided that this clause shall not extend to information which was and can be shown to be rightfully in the possession of yourself prior to the commencement of the negotiations leading to this agreement or which is in the public domain (other than as a result of a breach of this clause).

• By accepting our proposal you agree that Core Health Ltd may use its logo and suitable case study (subject to your approval) of the application built or campaign run in suitable marketing material and promotions which Core Health Ltd may carry out in general business usage in promoting and marketing itself.

By agreeing to these terms and conditions your statutory rights are not affected.