Effective Date: 31st March 2023
Last Reviewed: First Issue
Our Website and Platform are controlled and operated by SKYELARKE TECHNOLOGIES LIMITED. and its affiliates. SKYELARKE TECHNOLOGIES LIMITED is a limited company registered in England and Wales. Our registered office address is: Dykes, Henfield Common, North Henfield, West Sussex, United Kingdom, BN5 9RL. UK Company registration number: 14340375.
HOW TO CONTACT US
You can contact us by email at email@example.com if you have any questions, comments or complaints about our Platform.
BY USING OUR PLATFORM YOU ACCEPT THESE TERMS
If you do not agree to these terms, you must not use our Platform.
THERE ARE OTHER TERMS THAT MAY APPLY TO YOU
- Our Privacy Notice, which sets out the terms on which we process any personal data we collect from you, or that you provide to us. By using our Website and the Platform, you consent to such processing and you warrant that all data provided by you is accurate. Please note that they may be other privacy information that are more specific and relevant to you and for more information you can contact our Data Protection Officer at firstname.lastname@example.org
- SECTION 1. DEFINITIONS
- “Access Credentials” means any username, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual’s identity and authorization to access and use the Skyelarke Platform.
- “Client’s Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Client or an Authorized User by or through the Skyelarke Platform. For the avoidance of doubt, Client Data does not include Resultant Data or any other information reflecting the access or use of the Skyelarke Platform by or on behalf of Client or any Authorized User.
- “Client’s Systems” means the Client’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Client or through the use of third-party services.
- “Disabling Device” means any software, hardware, or other technology, device, or means (including any back door, time bomb, time out, drop dead device, software routine, or other disabling device) used by Skyelarke or its designee to disable Client’s or any Authorized User’s access to or use of the Skyelarke Platform automatically with the passage of time or under the positive control of Skyelarke Technologies or its designee.
- “Skyelarke Technologies Materials” means Specifications, Documentation, and Skyelarke Technologies’ Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Skyelarke Technologies or any Subcontractor in connection with the Skyelarke Platform or otherwise comprise or relate to the Skyelarke Platform or Skyelarke Technologies’ Systems. For the avoidance of doubt, Skyelarke Technologies’ Materials include Resultant Data and any information, data, or other content derived from Skyelarke Technologies’ monitoring of Client’s access to or use of the Skyelarke Platform, but do not include Client Data.
- “Skyelarke Technologies Personnel” means all individuals involved making the Skyelarke Platform available as employees, agents, contractors or subcontractors of Skyelarke Technologies.
- “Skyelarke Technology Systems” means the information technology infrastructure used by or on behalf of Skyelarke in providing the Skyelarke Platform, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by or through the use of third-party services.
- “Process” means to take any action or perform any operation or set of operations that the Skyelarke Platform are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. “Processing” and “Processed” have correlative meanings.
- “Resultant Data” means data and information related to Client’s use of the Skyelarke Platform that is used by Skyelarke Technologies in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Skyelarke Platform.
- “Specifications” means the specifications for the Skyelarke Platform set forth in the applicable Work Order and to the extent consistent with and not limiting of the foregoing, the Documentation.
- “Access Fees” The access fee Client pays to Skyelarke Technologies for site configuration when a site is active on the Skyelarke Platform and the licence fee for access by Authorized Users’ to the Skyelarke Platform.
- “Transaction Fee” The transaction fee Client pays to Skyelarke Technologies for each occasion a payment is made to the patient.
- “Exchange Fee” The fee a Client pays for Service Provider to pay a patient outside the contracted currency on a transaction.
- “Setup/Startup Fee” The initial fee to cover setup/startup and configuration for the Client.
- “Funding Fee” The fee from Client to cover payments to the patient.
- “Third-Party Items” means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Skyelarke Platform that are not proprietary to Skyelarke Technologies.
- “WE/US/OUR” means Skyelarke
- “YOU/YOUR/YOURS” means the Client.
- SECTION 2. PLATFORM ACCESS
- Client and Authorized User Access. Client and Authorized Users shall be limited to those individuals requiring access to the Skyelarke Platform solely to facilitate Client’s reimbursement of patient expenses or other offering agreed to by the parties under an applicable Work Order. The total number of Authorized Users will not exceed the number set forth in the applicable Work Order, except as expressly agreed to by the parties in writing. Where the number of Authorized Users is increased, the corresponding increase in fees associated with adding additional Authorized Users will be invoiced to Client. Client is responsible for maintaining the confidentiality of Access Credentials. Client is responsible for Authorized Users’ use of the Skyelarke Platform and any act or omission of such individuals shall be deemed to be Client’s act or omission. Access Credentials are intended to be for a single user.
- SECTION 3. USE RESRICTIONS; SERVICE USAGE AND DATA STORAGE
- copy, modify, or create derivative works or improvements of the Skyelarke Platform or Skyelarke Technologies Materials;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Skyelarke Platform or Skyelarke Technologies Materials to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
- reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Skyelarke Platform or Skyelarke Technologies Materials, in whole or in part;
- bypass or breach any security device or protection used by the Skyelarke Platform or Skyelarke Technologies Materials or access or use the Skyelarke Platform or Skyelarke Technologies Materials other than by an Authorized User through the use of his or her own then valid Access Credentials;
- input, upload, transmit, or otherwise provide to or through the Skyelarke Platform or Skyelarke Technologies Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
- damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Skyelarke Platform, Skyelarke Technologies Systems, or Skyelarke Technologies’ provision of services to any third party, in whole or in part;
- remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Skyelarke Platform or Skyelarke Technologies Materials, including any copy thereof;
- access or use the Skyelarke Platform or Skyelarke Technologies Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Skyelarke Technologies’ Intellectual Property right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Skyelarke Technologies’ customer), or that violates any applicable law;
- access or use the Skyelarke Platform or Skyelarke Technologies Materials for purposes of competitive analysis of the Skyelarke Platform or Skyelarke Technologies Materials, the development, provision, or use of a competing software service or product or any other purpose that is to Skyelarke Technologies’ detriment or commercial disadvantage;
- access or use the Skyelarke Platform or Skyelarke Technologies Materials in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems, or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Skyelarke Platform could lead to personal injury or severe physical or property damage; or
- Suspension or Termination of the Skyelarke Platform. Skyelarke Technologies may, directly or indirectly, and by use of a Disabling Device or any other lawful means, suspend, terminate, or otherwise deny Client’s, any Authorized Users, or any other person’s access to or use of all or any part of the Skyelarke Platform or Skyelarke Technologies Materials, without incurring any resulting obligation or liability, if:
- Skyelarke Technologies receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Skyelarke Technologies to do so; or
- Third Party Items. If Third Party Items are included in the Skyelarke Platform (e.g. third party card payment provider “B4B”), Client must comply with Third Party Item terms and conditions. Client’s right to use such Third Party Item will for all purposes be governed by the terms and conditions for such Third Party Items which shall be provided by Skyelarke Technologies to Client upon Client’s request. For purposes of clarity, in no event shall such terms and conditions be deemed Documentation. Unless otherwise agreed in writing, Client’s use of such Third Party Items shall terminate on the earlier of expiration or termination of (i) the relevant Work Order under the Agreement or (ii) the applicable agreement between Skyelarke Technologies and the third party offering the Third Party Items.
- SECTION 4. FEES, PAYMENT AND FUND MANAGEMENT
- Skyelarke Technologies shall bill Client the Setup/Startup Fee, the Funding Fee, Access Fees and a Transaction Fee for any transactions agreed to by the parties in the applicable Work Order under the Agreement, and Client shall pay Skyelarke Technologies the Setup/Startup Fee, the Funding Fee, the Access Fees and Transaction Fee in accordance with the terms of the Agreement and applicable Work Order.
- Skyelarke Technologies shall bill Client for any third party costs connected to any miscellaneous services provided which the Client requests and Client shall pay Skyelarke Technologies these billed third party costs.
- Skyelarke Technologies shall only bill Client the Access Fees when a study is active and a site has been configured and an Authorized User is assigned to the site.
- In the event the Service Provider is required to pay a patient in a currency other than the contracted currency, Client will pay an Exchange Fee for doing so and currency will be converted to the contracted currency on the date of the transaction.
- Skyelarke Technologies may increase each of the Setup/Startup Fee, Access Fees or Transaction Fee on an annual basis with effect from each anniversary of the date of the Master Services Agreement, and in the event of a decision to increase, the first such increase of the Setup/Startup Fee, the Access Fee or Transaction Fee shall take effect on the first anniversary of the date of the Agreement.
- All Client funds held in advance or otherwise will be managed and reconciled against fees and expenses due. You agree for us to use Client funds in the way we deem appropriate in order to preclude any extraneous charges we may be subject.
- SECTION 5. PREPAID CARDS, BANK TRANSFER AND TRANSACTION SETTLEMENT
- We will endeavor to provide prepaid cards for patients based in the U.K. and E.U. to you within 7 working days and for patients based in the U.S.A this will be within 14 working days.
- Where a patient uses a prepaid card for a transaction it is acknowledged that the transaction will in the main be processed instantly but can take up to 7 days or longer.
- We may also use bank transfer to settle patient transactions in which case it is acknowledged that the transaction will in the main be processed instantly but can take up to 7 days or longer.
- SECTION 6. REPRESENTATIONS AND WARRANTIES; WARRANTY DISCLAIMER
- We give the above warranty subject to the following conditions:
- we are under no liability in respect of any loss, damage, costs, expenses or other claims for compensation arising from any materials or instructions supplied by you which are incomplete, incorrect, inaccurate, illegible, out of sequence, or in the wrong form or arising from their late arrival or non-arrival or any other fault attributable to you;
- we are under no liability in respect of any loss, damage, costs, expenses, or other claims for compensation in circumstances where we have supplied you with a design which you have approved, and
- we are under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow our instructions (whether oral or in writing), misuse or alteration or repair of the Skyelarke Platform without our approval
- we are under no liability in respect of payment mistakes, failed payments, erroneous approval of cardholder/unauthorised issuing of card to cardholder and/or unauthorised loading and, in any case, not using card for the purposes intended. We may assist Client upon writing in resolving issues connected with the above but we cannot guarantee resolution or a timeframe in order to resolve. We may charge a nominal fee if we agree to assist Client.
- Any claim by you which is based on any defect or failure in the supply of the Services shall be notified to us within seven (7) days from the date of access or (where the defect or failure was not reasonably apparent at the relevant time) within a reasonable time after discovery of the defect or failure. If you do not notify us accordingly, we shall have no liability for such defect or failure and you shall be bound to pay the price as if the Skyelarke Platform, Skyelarke Technologies Materials, and related Services had been supplied in accordance with the relevant Work Order.
- SECTION 7. INDEMNIFICATION AND LIMITATION OF LIABILITY
- EXCLUSION OF DAMAGES. IN NO EVENT WILL SKYELARKE TECHNOLOGIES BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE, ARISING OUT OF OR RELATED TO THE SKYELARKE PLATFORM OR THE SERVICES RELATED THERETO.
- CAP ON MONETARY LIABILITY. IN NO EVENT WILL THE LIABILITY OF SKYELARKE TECHNOLOGIES ARISING OUT OF OR RELATED TO THE SKYELARKE PLATFORM OR THE SERVICES RELATED THERETO WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE AMOUNT OF OUR FEES (WITH THE EXCLUSION, FOR THE AVOIDANCE OF DOUBT, OF THE EXPENSES) PAID BY CLIENT TO SKYELARKE TECHNOLOGIES FOR ACCESS TO THE SKYELARKE PLATFORM UNDER THE REVELEVANT WORK ORDER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- The exclusions and limitations in Sections 7.2 and 7.3 do not apply with respect of death or personal injury resulting from Skyelarke Technologies’ negligence or wilful misconduct.
- act of God, explosion, flood , tempest, fire or accident
- regional health warning, epidemic, pandemic, outbreak of disease;
- war or threat of war, sabotage, insurrection, civil disturbance or requisition;
- acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
- import or export regulations or embargoes;
- strikes, lock-outs, or other industrial actions or trade disputes (whether involving our employees or of a third party);
- difficulties in obtaining raw materials, labour, fuel, parts or machinery;
- power failure or breakdown in machinery.
- SECTION 8: PROPRIETARY RIGHTS
- Resultant Data. In furtherance of the foregoing Section 7.1, Client hereby unconditionally and irrevocably grants to Skyelarke Technologies an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property rights relating thereto.
- SECTION 9. CLIENT SYSTEM AND COOPERATION
- Client Control and Responsibility. Client has and will retain sole responsibility for: (a) all Client Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Client or any Authorized User in connection with the Services; (c) Client Systems; (d) the security and use of Client’s and its Authorized Users’ Access Credentials; and (e) all access to and use of the Skyelarke Platform and Skyelarke Technologies Materials directly or indirectly by or through the Client Systems or its or its Authorized Users’ Access Credentials, with or without Client’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.
- Access and Security. Client shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Skyelarke Platform; and (b) control the content and use of Client Data, including the uploading or other provision of Client Data for Processing by the Skyelarke Platform.
- SECTION 10. EFFECT OF SUSPENSION, TERMINATION, OR EXPIRATION
- SECTION 11.MISCELLANEOUS
- SECTION 12: GOVERNING LAW AND VENUE