☰Terms and Conditions
Date of last revision: August 1, 2024
1. Definitions
In this Subscription Order of platform as a service (PaaS) product, the following terms have the following meanings:
Account means a ‘Health Insurance Copilot-Platform as a Service’ (HICP-PAS) account on developer portal through which a single employee at your Subscribing Organisation may access these platforms;
Additional Features mean any features that are made available to you via the HICP-PAS devloper portal as part of your Subscription;
Features mean any features that are made available to you via the HICP-PAS developer portal as part of your Subscription;
HICP-PAS Platform means the paid web-based developer portal constructed, managed, and maintained by Resilient Technologies Ltd on https://hicp-mh-pas-apim.developer.azure-api.net/;
Business Day means a day when banks are open for business in the City of London;
Claim has the meaning given such term in paragraph 14.4;
Confidential Information means these Subscription Orders (except for their existence), details of all Subscription Orders and all information which is identified at the time of disclosure by the disclosing party as being confidential information, or which may be reasonably regarded as the confidential information of the disclosing party, including information relating to the business, finances, affairs, products, developments, trade secrets, campaign plans, launch dates, know-how, personnel, customers, and suppliers of each party;
Event Outside Our Control has the meaning given such term in paragraph 17.2;
Expiry Date has the meaning given such term in paragraph 8.2;
Fee(s) means our total charges for executing analyses on a number of submitted EMR reports using a standard charge based on usage;
Payment Method means the way that you will pay your Fees and is outlined in the Subscription Summary. Terms pertaining to the Payment Method can be found in paragraphs 7.4, 7.5, and 8.3;
Publish means to publish, share, or otherwise make HICP-PAS reports available to any persons other than Data Users or Clients to whom you are permitted to make it available under your applicable subscription. For clarity, this can be in the form of, but is not limited to, making it available in an email, a presentation, a printed or electronic document, or an internet message, including but not limited to posting on a blog, social media platform, or similar;
Start Date means the date that your Subscription commences, as outlined on your Subscription Summary. This is when you are granted access to the HICP-PAS Platforms;
Subscribing Organisation means you, the business entering into this Subscription Order, as detailed in the Subscription Summary;
Subscribed Team(s) or Team(s) means any and all team(s) within your organisation that are identified in the Subscription Summary;
Subscription means your subscription to use the HICP-PAS Platforms, as dictated by the conditions in your Subscription Order;
Subscription Order means the Subscription Summary and/or Package Details, and these Terms, together with any other documents referred to in any of them under which you are granted a Subscription;
Subscription Summary is part of the Subscription Order and comprises the name of the Subscribing Organisation, the Subscription Type, the Fee, the Payment Method, the Payment Frequency (if applicable), the Period (if applicable), and any other conditions upon which we grant a Subscription to you;
Subscription Type means the kind of Subscription that you are signing up to – either Rolling Subscription with a certain number of free analyses or Rolling Subscription without free analyses – and is detailed in the Subscription Summary;
Special Conditions mean any additional conditions included in the Subscription Summary;
Terms mean these terms and conditions;
User means any individual employee of your Subscribing Organisation who holds an Account;
we, us, our means or refers to Resilient Technologies Ltd;
Web Site means https://hicp-mh-pas-apim.developer.azure-api.net/ and www.resilienttech.co.uk;
You or your refers to the Subscribing Organisation.
2. Information about us
2.1 We operate the website https://hicp-mh-pas-apim.developer.azure-api.net/. We are Resilient Technologies Ltd, a company registered in England and Wales under company number 14253939 and with our registered office at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ.
2.2 Contacting Us. You or your Users may contact us by filling the Contact Us form on our company’s website www.resilienttech.co.uk. If you wish to give us formal notice of any matter in accordance with these Terms, please do so in accordance with paragraph 18.2.
3. This is a Binding Agreement
3.1 The Subscription Order, of which these Terms form part, constitutes the entire agreement between you and us in relation to your Subscription and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between us, whether written or oral, relating to its subject matter.
3.2 You acknowledge that in entering into a Subscription Order you do not rely on any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this Subscription Order or any document expressly referred to in them.
3.3 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement made by you or us to the other.
3.4 Any and all Special Conditions set out in the Subscription Summary are subject to and governed by the provisions of this Subscription Order and any other documents provided in relation to such Special Conditions.
4. Our rights to vary these terms
4.1 We may vary these Terms from time to time by written notice to you. The Terms as varied will come into effect and supersede any and all other terms previously provided 14 days after such notice, and all references in this Subscription Order to the Terms shall be deemed to be to the Terms as varied. If you do not wish to accept the varied Terms, you may cancel your subscription at any point during the 14-day period prior to which they are due to come into effect.
4.2 Subject at all times to our right to vary the Terms as described above, the Fee, Period, Payment Frequency, number of Accounts, Features, Data Usage Rights, Special Conditions, together with any other terms or conditions set out in this Subscription Order, may be varied at any time by mutual consent in writing but not otherwise.
5. Payment terms
5.1 Our fee is calculated based on the number of API calls you are allowed to make. The Fee that you will pay after selecting your quota, and you will be given the option to accept the fee and make payment before the quota is assigned. An invoice will be generated using the billing details provided in your account details and emailed to the corresponding billing email address.
5.2 The Fee for your subscription is exclusive of VAT or other similar sales taxes. Relevant rates of VAT or similar taxes will be charged if applicable.
5.3 We do not charge any recurring subscription fee to use the system. However, we reserve the right to charge a subscription Fee or change the Fee per API call; for example, as a result of (i) our annual Fee review and/or (ii) to reflect the cost of additional cloud infrastructure costs or features on the HICP-PAS Platforms. You will be given an appropriate notice period and retain the right to terminate your account.
5.4 If we decide to charge a subscription fee and you agree to it, then you will make payments in time and may not pause your Subscription. Please note that payment holidays won’t be granted.
6. Refund policy
6.1 Before assigning a quota, the exact amount to be charged to your payment method will be displayed for confirmation. Once payment has been made, the underlying hardware and software infrastructure will be used to assign the quota and charged to us by our cloud service provider(s). It is therefore not possible to refund payments made for the quota. If you think that your quota was not assigned correctly, please send us an email through the help section, and we will investigate the issue. If we cannot resolve the issue due to technical reasons, equivalent HICP-PAS credits will be allocated to your account.
6.2 If a quota is deleted by the user, then a confirmation message is shown to remind the user that their quota will be deleted from the software database and they won’t be able to retrieve it afterward. No refunds will be processed for the quotas that are deleted by the user.
7. Subscription Types
7.1 The HICP-PAS Platforms offer a subscription model based on a quota of API calls. You pay for a specific number of API calls in advance. Limited-time special offers might offer a certain number of free API calls on a first-come, first-get basis.
9. Accounts & Access
9.1 You are ultimately responsible for the actions of all your Users and ensuring that they comply fully with your Subscription Order. If any User is in breach, Resilient Technologies Ltd reserves the right to terminate your Subscription and/or their access to the HICP-PAS Platforms and initiate any other action, legal or otherwise, it deems appropriate to protect its interests and safeguard the Platforms.
9.2 You must keep and ensure that your Users keep all Account information secure and confidential. Users are forbidden from giving anyone else (including a Team member) access to their Account. We reserve the right to monitor Account usage to prevent this.
9.3 You may request (but we are not obliged) to provide you with additional Accounts whenever you wish. Please contact us if you wish to do this. We reserve the right to charge for the provision of additional Accounts.
9.4 Should you wish to transfer an existing Account to a new User (for example, if someone leaves the Subscribing Organisation), please contact us directly.
9.5 Accounts are reserved for employees of the Subscribing Organisation only who must be above 18 years of age.
9.6 Each Account must be under a single named individual’s Subscribing Organisation’s email address. Email addresses that are accessed by multiple people may not be used (for example, operations@xyz.com).
9.7 You and your Users are strictly forbidden from granting or sharing access to the HICP-PAS Platforms except as expressly permitted in this Subscription Order. If you would like to grant access to a third party (for example, in the case of a consultancy working for you) or another person who would otherwise be prohibited under this Subscription Order from having such access, you may ask us for permission, which we reserve the right to grant or deny in our sole discretion. No such person may obtain such access unless and until we have entered into a written agreement with you governing such access.
9.8 If you or any of your Users suspect that an Account has been compromised, or that Account details, data, or any other information has been accessed or shared in breach of your Subscription Order, you must contact us in writing immediately and inform us of the relevant facts and take all steps requested by us to remedy the situation.
9.9 We reserve the right to terminate or suspend an Account, multiple Accounts, or your Subscription and block access to the HICP-PAS Platforms with immediate effect if we decide (in our sole discretion) that you or any of your Users have failed to comply with any of the provisions of your Subscription Order. Should this be the case, you and your Users must continue to comply fully with the Subscription Order with respect to any permitted continuing access to the HICP-PAS Platform still in your possession or the possession of any User.
9.10 For the avoidance of doubt, only human beings are permitted to be Users. This includes, but is not limited to, any application of scraping software.
9.11 You and your Users may access and use the HICP-PAS Platforms strictly in accordance with this Subscription Order only and for no other purposes. No other rights are granted to you or your Users, and any other use without our explicit prior written approval constitutes a breach of this Subscription Order.
10. Additional Features
10.1 Any Additional Features are included in your Subscription at our sole discretion.
10.2 There may be a charge for these Additional Features.
10.3 You may not remove any Additional Features during the course of your Subscription.
10.4 You acknowledge and understand that if you make any feature requests, suggestions, proposals, recommendations, or other comments in respect of the HICP-PAS Platforms, including any features which we agree to provide as Additional Features (“Feature Suggestions“), you will not own or have any rights to or in respect of such Feature Suggestions and you hereby irrevocably assign with full title guarantee any and all such rights, including all relevant intellectual property rights (including in respect of copyright by way of present assignment of future rights), in or relating to such Feature Suggestions, to Resilient Technologies Ltd.
11. Usage Policy
11.1 Service capacity limits: HICP-PAS platforms are capable of processing large volumes of AI-powered analyses per minute collectively across all users but do not have limitless resources. Therefore, to ensure the stability and efficiency of the service for all users, if the system's capacity is reached, new report submissions will be queued and processed on a first-come, first-served basis. This may result in processing delays exceeding one minute.
11.2 Processing notifications: Users will be informed through the service interface when their report submission is in the queue and processing has commenced. We provide real-time updates on the status of your data analysis, including estimated wait times and completion notifications, to keep you informed of any expected delays or technical issues that may impact the delivery of services.
11.3 Fair use and service integrity: You are expected to use the service responsibly and not to engage in activities that intentionally overburden the system, which could impact service availability for other users. Misuse of the service may lead to measures such as temporary or permanent suspension of your account.
11.4 Compliance with usage policy: Continued access to and use of the service is contingent upon compliance with this Usage Policy as part of the overall Terms and Conditions. Non-compliance may result in adjustments to your service, imposition of additional fees, or suspension or termination of your account.
11.5 Upon Account Deactivation, however caused, you and your Users will no longer have any right or access to HICP-PAS Platforms, and the associated data, including analyses, will be permanently deleted except for essential information required for future identification purposes.
11.6 If a User ceases to be an employee of the Subscribing Organisation, you must ensure that they are no longer able to, and do not, access the HICP-PAS Platforms.
11.7 You hereby agree to indemnify us in relation to any claim, expense, liability, damages, costs, and/or other losses (including legal fees) incurred by us and arising from any breach by you or your Users of the Subscription Order. This shall be without prejudice to any other action Resilient Technologies Ltd may be entitled to take against you in the event of a breach. You will still be liable for any outstanding Fees.
11.8 Without prejudice to any other provision of this Subscription Order, you acknowledge and agree that any threatened or actual breach by you of this paragraph 11 would be a material breach of this Subscription Order and could cause irreparable injury or harm to us for which monetary damages would be an inadequate remedy. In such a case, without prejudice to any other legal or equitable remedies available to us, you agree that we may seek specific performance or other equitable (including injunctive) relief in respect of such threatened or actual breach, without the necessity of proving actual damages and without the necessity of posting any security, whether to stop any breach or avoid any future breach.
12. Our liability to you
12.1 Nothing in these Terms limits or excludes our liability for:
death or personal injury caused by our negligence;
fraud or fraudulent misrepresentation; or
any other matters in respect of which liability may not be limited or excluded.
12.2 Subject to paragraph 12.1, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with a Subscription Order or otherwise for:
any loss of profits, sales, business, or revenue;
loss or corruption of data, information, or software;
loss of business opportunity;
loss of anticipated savings;
loss of goodwill; or
any indirect or consequential loss.
12.3 Subject to paragraph 12.1, our total liability to you in respect of any and all claims, expenses, liabilities, damages, costs, and/or other losses arising under or in connection with a Subscription Order or otherwise, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the greater of £50.
12.4 Except as expressly stated in these Terms, we do not give any representation, warranties, or undertakings in relation to a Subscription Order (or, for the avoidance of doubt, the HICP-PAS Platforms). Any representation, condition, or warranty which might be implied or incorporated into these Terms by statute, common law, or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that a Subscription is suitable for your purposes.
12.5 The HICP-PAS Platforms are developed using the latest state-of-the-art Artificial Intelligence models. Every care has been taken to keep them accurate, reliable, and efficient. Human oversight is involved during development, testing, and ongoing evolution of the product. The objective is to deploy technology to serve humans by enabling them to do more with less. However, at times, the output might be inaccurate, and we are not liable for any loss this may cause.
12.6 You are responsible for ensuring that your systems and any and all devices used to access the HICP-PAS Platforms are virus-free and kept free from any technologically harmful code, content, or other material of any kind. Save as otherwise expressly required by law, we will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful code, content, or material that may infect your computer equipment.
13. Third Party Liabilities
13.1 Certain information or other content on the HICP-PAS Platforms may be made available to us under licence and any intellectual property or other rights in such content may therefore belong to third parties.
13.2 Any breach of your Subscription Order may cause us to breach our agreements with these third parties. To the extent that the acts or omissions of you and/or your Users make us liable to them, you hereby agree to reimburse us to the full extent of any such liability on an indemnity basis, which you acknowledge and agree may be significant and far exceed the value of your Subscription Order with us.
13.3 For the avoidance of doubt, in the event that we determine, in our sole discretion, that you have fully adhered to your Subscription Order and that your actions did not contribute to any third party action, we will indemnify you against any action from such third party suppliers.
13.4 Liability under this indemnity is further conditioned on you discharging the following obligations. If any third party makes a claim, or notifies you of an intention to make a claim, against you which may give rise to a liability under the indemnity described in paragraph 13.3 (a Claim), you shall:
within 7 days, give written notice of the Claim to us, specifying the nature of the Claim in reasonable detail;
not make any admission of liability, agreement, or compromise in relation to the Claim without our prior written consent;
give us and our professional advisers access at reasonable times (on reasonable prior notice) to your premises and your officers, directors, employees, agents, representatives, or advisers, and to any relevant assets, accounts, documents, and records within your power or control, so as to enable us and our professional advisers to examine them and to take copies (at our expense) for the purpose of assessing the Claim; and
be deemed to have given to us the sole authority to avoid, dispute, compromise, or defend the Claim.
14. Linking to our APIs
14.1 Subject to the following provisions of this paragraph 14, you may link to our APIs, provided you do so in a way that complies with the law, and does not take a form likely to damage our reputation or otherwise cause confusion in the mind of a reasonable user as to the identity of you versus us.
14.2 You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists.
14.3 You must not establish a link to our API in any website that is not owned by you.
14.4 We reserve the right to withdraw linking permission without notice, and in the event that we withdraw such permission, you agree to immediately remove all links to our APIs.
15. Events outside our control
15.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Subscription Order that is caused by an Event Outside Our Control.
15.2 An “Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation strikes, lock-outs, or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks, or failure of cloud-hosted infrastructure by our providers.
15.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Subscription Order:
we will contact you as soon as reasonably possible to notify you; and
our obligations under a Subscription Order will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.
16. Communications between us
16.1 When we refer in this Subscription Order to “in writing”, this includes email.
16.2 Any notice or other communication given by you to us, or by us to you, under or in connection with the Subscription Order shall be in writing and shall be delivered personally, sent by pre-paid first-class post or other next working day delivery service, or e-mail.
A notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or if sent by e-mail, on the next Business Day after transmission.
In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped, and placed in the post and, in the case of an email, that such email was sent to support@resilienttech.co.uk.
The provisions of this paragraph 16 shall not apply to the service of any proceedings or other documents in any legal action.
17. Confidentiality
17.1 Each party undertakes to the other (the “disclosing party”) in relation to Confidential Information of the other:
to keep confidential all Confidential Information;
not to disclose Confidential Information without the other’s prior written consent to any other person except those of its representatives who have a need to know the Confidential Information; and
not to use Confidential Information except for the purposes of performing its obligations under this Subscription Order.
17.2 Paragraph 17.1 does not apply to Confidential Information to the extent that it is or was:
already in the possession of the other party from a source other than the disclosing party and free of any obligation of confidentiality on the date of its disclosure;
in the public domain other than as a result of a breach of this paragraph 17;
required to be disclosed:
pursuant to applicable laws, or the requirements of any government body or relevant regulatory authority, or the rules of any exchange on which the securities of a party are or are to be listed; or
in connection with proceedings before a court of competent jurisdiction or under any court order of such a court or for the purpose of receiving legal advice, but only to the extent and for the purpose of that disclosure.
17.3 Without prejudice to any of our other rights or remedies, the Subscribing Organisation acknowledges and agrees that damages would not be an adequate remedy for any breach of this paragraph 17 and the remedies of injunction, specific performance, and other equitable relief are appropriate for any threatened or actual breach of this provision, and no proof of special damages shall be necessary for the enforcement of the rights under this paragraph 17.
18. Subscribers’ marks
18.1 If (and only if) you give us explicit permission in writing, we may use your logo or other trademark in our marketing material for the duration of your Subscription to show that you are a client.
18.2 You may request that certain exportable material downloaded from the HICP-PAS Platforms is branded with your logo or mark. Please note that there may be a charge for this service. In such circumstances, you hereby grant us a non-exclusive licence to use your logo or mark on any such material so generated, and you hereby indemnify us and agree to keep us indemnified against all claims, expenses, liabilities, damages, costs, and/or other losses should there be any claim that your logo or other trademark infringes any intellectual property rights belonging to a third party.
19. Intellectual Property Rights
19.1 We are the owner or the licensee of all intellectual property rights in or relating to the HICP-PAS Platforms, and in the material published on it. They are protected by copyright and other intellectual property laws and treaties around the world. All such rights are reserved.
20. Other important terms
20.1 We may transfer our rights and obligations under a Subscription Order to another organisation, but this will not affect your rights or our obligations under this Subscription Order. We will always notify you if this happens.
20.2 Any Subscription Order is between you and us. Subject to paragraph 20.1 above, no other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
20.3 This Subscription Order supersedes any terms you may seek to impose via a purchase order or otherwise. No variation of this Subscription Order shall be effective unless it is in writing and agreed in writing by the parties or their authorised representatives.
20.4 Each of the paragraphs of this Subscription Order operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect, and any affected provision will be replaced by an alternative lawful provision which is as close as possible substantively to the affected provision.
20.5 If we fail to insist that you perform any of your obligations under this Subscription Order, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
20.6 This Subscription Order 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.
21. Data Processing & Security
Please review our ‘Website Use Terms and Conditions,’ ‘Standard Business Terms and Conditions,’ ‘Privacy Policy,’ ‘Cookies Policy,’ and ‘Data Protection and Security Policy’ available on the Resilient Technologies Ltd website. These policies are incorporated by reference into these ‘Terms and Conditions’ and can be updated by us from time to time. By accepting these ‘Terms and Conditions,’ you and your Users agree to all of the above-mentioned policies, including our ‘Website Use Terms and Conditions,’ ‘Standard Business Terms and Conditions,’ ‘Privacy Policy,’ ‘Cookies Policy,’ and ‘Data Protection and Security Policy.’