Terms & Conditions

These Terms & Conditions ("Terms") govern access to and use of the QIRO Hub platform, websites, applications and related services (together, the "Platform"). The Platform is operated by QIRO Hub ("we", "us" or "our").

The Platform is provided on a business-to-business basis to organizations and their authorised users. By registering for, accessing or using the Platform, the organization and the individual accepting these Terms on its behalf agree to be bound by them. If you do not agree, you must not use the Platform.

1. Definitions

• "Platform" means the QIRO Hub software, websites, applications, application programming interfaces and related services made available by QIRO Hub, as updated from time to time.
• "Organization" (or "you") means the business, practice, clinic or other entity that registers for an account, together with the individual accepting these Terms on its behalf, who warrants they have authority to do so.
• "Authorised Users" means the Organization's staff, practitioners, administrators and other individuals the Organization permits to access the Platform.
• "End Clients" means the Organization's clients, customers and patients whose information the Organization processes through the Platform.
• "Organization Data" means all data, content, records and information the Organization or its Authorised Users or End Clients submit to, or generate through, the Platform.
• "Aggregated Data" means de-identified and aggregated data derived from the operation of the Platform and from Organization Data that does not identify, and is not reasonably capable of identifying, the Organization, any Authorised User or any End Client.
• "Confidential Information" means non-public information disclosed by one party to the other that is marked or would reasonably be understood to be confidential, including the terms of these Terms, Organization Data and the non-public components, features and pricing of the Platform.
• "Fees" means the subscription and other charges payable by the Organization for access to and use of the Platform.
• "Force Majeure Event" means any event or circumstance beyond a party's reasonable control, as described in the Force Majeure section.
• "Losses" means all claims, demands, proceedings, losses, damages, fines, penalties, liabilities, costs and expenses (including reasonable legal fees).

2. The Platform is software only

QIRO Hub provides software tools that the Organization uses to run its own business. QIRO Hub is not a healthcare provider, medical practice, pharmacy, payment institution, insurer, employer, or professional adviser of any kind, and does not provide medical, clinical, legal, accounting, tax or financial advice. We do not participate in, supervise or control the Organization's services, treatments, bookings, transactions or relationships with its End Clients.

All decisions made and actions taken using the Platform — including clinical, diagnostic, prescribing, treatment, pricing, staffing, commercial and compliance decisions — are made solely by the Organization at its own risk and discretion. QIRO Hub bears no responsibility for them.

The Platform may display clinical, dosage, allergy, drug-interaction, financial, VAT, tax and other information that is entered by, or derived from data supplied by, the Organization. Such information is provided as a tool only, is not independently verified by QIRO Hub, and does not constitute clinical, dosage, diagnostic, tax or accounting advice. The Platform does not provide clinical decision support. Authorised Users must independently verify all such information before relying on it.

3. The Organization is solely responsible

The Organization is solely and fully responsible, and QIRO Hub shall have no liability, for:

• its use of the Platform and all activity under its account and its Authorised Users' credentials;
• the accuracy, quality, legality and integrity of all Organization Data;
• all care, treatment, advice, products and services it provides to End Clients, and all outcomes arising from them;
• obtaining and maintaining all licences, registrations, qualifications, insurance and regulatory approvals required to operate its business;
• compliance with all laws and professional obligations applicable to it, including healthcare regulation, medical and pharmacy licensing, consumer protection, advertising, employment, tax and data protection law;
• obtaining all consents and providing all notices required from or to its Authorised Users and End Clients;
• the pricing, taxation, fulfilment, refunds and disputes relating to any product, service, membership, gift card or booking it sells;
• configuring the Platform appropriately for its own legal and operational requirements;
• the health, safety, clinical suitability and wellbeing of its End Clients, and any personal injury, illness, adverse reaction, psychological harm, disability or death arising from or connected with the treatments, products, services, advice or aftercare it provides;
• maintaining in force, at its own cost, adequate insurance for its business, including professional indemnity / medical malpractice and public liability insurance appropriate to the treatments and services it provides; and
• as the sole issuer of any gift card, voucher, membership, package, account credit or prepaid balance it sells or grants, honouring and being solely responsible for it — including its redemption, expiry, refunds and any liability to End Clients; QIRO Hub merely records balances at the Organization's direction.

4. Accounts, Authorised Users and security

The Organization is responsible for maintaining the confidentiality of account credentials and for all activities that occur under its account and those of its Authorised Users. The Organization must notify us promptly of any unauthorised use. We may rely on instructions given by anyone using the Organization's credentials.

The Organization further agrees that it:

• is responsible for all activity that occurs under its account and its Authorised Users' credentials;
• must keep all account credentials confidential and secure;
• must ensure that only Authorised Users access the Platform, and is responsible for their acts and omissions as if they were its own;
• must notify QIRO Hub promptly on becoming aware of any unauthorised access to, or use of, the Platform or any credentials; and
• acknowledges that QIRO Hub is not liable for any loss arising from the Organization's failure to keep its credentials secure.

5. Fees, payments and transactions

Subscription fees are charged per location on the basis set out at sign-up, are stated in pounds sterling (GBP) and are exclusive of VAT and other taxes. Fees are non-refundable except where required by law. We may change fees on reasonable notice.

Payment processing for transactions the Organization takes from its End Clients (for example via Stripe) is provided by third-party payment providers under their own terms. The Organization is the merchant of record for all such transactions and is solely responsible for them, including refunds, chargebacks, fraud, taxes and reconciliation. QIRO Hub is not a party to those transactions and accepts no liability for them.

In addition:

• Fees are exclusive of VAT and all other applicable taxes, duties and levies, for which the Organization is responsible, save for taxes on QIRO Hub's own income;
• QIRO Hub may charge interest on any overdue amounts and may suspend the Services while any amount remains unpaid;
• all amounts are payable in full without set-off, deduction or withholding, save as required by law; and
• the Organization is solely responsible for all chargebacks, refunds, fraud and disputes on transactions it takes from its End Clients, and repeated or unjustified chargebacks may result in suspension.

6. Third-party services and integrations

The Platform integrates with third-party services (such as payment processors, email, calendar, accounting and analytics providers). Those services are provided by their respective operators under their own terms, and QIRO Hub is not responsible or liable for them, their availability, or their acts or omissions.

QIRO Hub is not responsible or liable for the acts, omissions, availability, security or performance of any third-party services the Organization connects to or uses (for example payment, email, calendar, accounting, messaging, hosting and analytics providers), each of which is governed by its own terms between the Organization and the relevant provider.

7. Acceptable use and use restrictions

The Organization will not, and will not permit any person to:

• copy, modify or create derivative works of the Platform;
• reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Platform, except to the extent this restriction cannot lawfully be prohibited;
• rent, lease, lend, sell, resell, sublicense, distribute or otherwise make the Platform available to any third party;
• access the Platform other than by an Authorised User using valid credentials, or circumvent any usage limit or security control;
• introduce any virus, malware or other harmful code into the Platform;
• use any robot, bot, scraper, spider or other automated means to access or extract data from the Platform;
• use the Platform for competitive analysis or benchmarking, or to build or assist in building a competing product or service;
• remove or obscure any proprietary or legal notices on the Platform;
• use the Platform unlawfully or to infringe any third party's rights; or
• interfere with, overload or disrupt the Platform or its supporting infrastructure.

QIRO Hub may suspend or terminate access to the Platform immediately for breach of this section.

8. Intellectual property

QIRO Hub and its licensors own all rights in the Platform, and all such Platform intellectual property remains the property of QIRO Hub and its licensors. Subject to these Terms, we grant the Organization a limited, non-exclusive, non-transferable, revocable right to use the Platform during the subscription term. The Organization retains ownership of Organization Data and grants us the rights necessary to provide the Platform.

9. Anonymised and aggregated data

QIRO Hub may create de-identified and Aggregated Data from the operation of the Platform and from Organization Data, and may use it to operate, secure, analyse, benchmark, improve and develop the Platform and QIRO Hub's services, provided such data does not identify, and is not reasonably capable of identifying, the Organization, any Authorised User or any End Client. As between the parties, such de-identified and Aggregated Data, and all analytics and insights QIRO Hub derives from operating the Platform, belong to QIRO Hub. This does not affect the Organization's ownership of its Organization Data.

10. Confidentiality

Each party (as "receiving party") may receive Confidential Information from the other (as "disclosing party"). The receiving party will use the disclosing party's Confidential Information only to exercise its rights or perform its obligations under these Terms, will protect it using at least reasonable care, and will disclose it only to those of its officers, employees, agents and professional advisers ("Representatives") who need to know it and who are bound by confidentiality obligations no less protective than these.

These obligations do not apply to information that: is or becomes public other than through breach of these Terms; was already known to the receiving party free of any confidentiality obligation; is independently developed by the receiving party without use of the Confidential Information; or is rightfully received from a third party without restriction. A party compelled by law, regulation or court order to disclose Confidential Information will, where lawful and practicable, give the disclosing party prior notice.

QIRO Hub's Confidential Information includes the non-public components, features and pricing of the Platform, and the Organization's Confidential Information includes Organization Data. These confidentiality obligations survive termination of these Terms.

11. Data protection

In respect of personal data of End Clients and Authorised Users that is processed through the Platform, the Organization is the data controller and QIRO Hub is a data processor acting on the Organization's documented instructions. The Organization is responsible for ensuring it has a lawful basis and all necessary consents for that processing, and for responding to data subjects. Our Privacy Policy is incorporated into these Terms by reference and sets out further detail.

12. Data retention, export and backups

The Organization is responsible for exporting, backing up and retaining its own Organization Data and for meeting its own legal record-retention obligations. QIRO Hub may make export functionality available. Following termination, QIRO Hub may retain Organization Data for a limited period and then delete it.

To the fullest extent permitted by law, QIRO Hub is not liable for any loss of, corruption of, or inability to access Organization Data, including where arising from the Organization's non-payment, account closure, inactivity, or failure to export or maintain its own backups.

13. Automated features and AI outputs

Any automated, algorithmic or AI-assisted features (for example suggestions, summaries, reminders, flags or analytics) are provided as productivity tools only. Their output is draft and non-authoritative, does not constitute clinical decision support, diagnosis, or professional advice, and must be reviewed and validated by a suitably qualified person before any reliance is placed on it. QIRO Hub makes no warranty as to the accuracy or completeness of such output, accepts no liability for reliance on it, and gives no indemnity in respect of it. The Organization and its Authorised Users bear full responsibility for any use of such output.

14. Service availability

QIRO Hub does not guarantee any particular service level, uptime or availability. The Platform may be unavailable during scheduled or emergency maintenance, and QIRO Hub is not liable for any downtime, or for any import, export or migration of data.

Any availability the Platform does achieve excludes unavailability caused by: the Organization's or an Authorised User's acts, omissions or credential misuse; the Organization's own connectivity, equipment or systems; third-party services not provided by QIRO Hub; scheduled or emergency maintenance; a Force Majeure Event; or any suspension or termination under these Terms.

15. Disclaimer of warranties

The Platform is provided "as is" and "as available", without warranties or conditions of any kind, whether express, implied or statutory, to the fullest extent permitted by law. We do not warrant that the Platform will be uninterrupted, error-free, secure, or fit for any particular purpose, or that it will meet the Organization's regulatory or operational requirements. The Organization is responsible for maintaining its own backups and contingency arrangements.

16. Limitation of liability

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

Subject to that, and to the fullest extent permitted by law:

• QIRO Hub, and its owners, directors, officers, employees and agents, shall not be liable for any indirect, incidental, special, consequential or punitive loss, or for any loss of production, use, business, revenue, profit or anticipated savings; loss of or damage to goodwill or reputation; loss, corruption or unavailability of data; the cost of procuring replacement goods or services; business interruption; or wasted management time or expenditure — in each case whether direct or indirect, whether or not foreseeable, and even if any remedy fails of its essential purpose;
• QIRO Hub shall not be liable for any loss or claim arising out of or relating to the Organization's services, treatments, clinical or commercial decisions, transactions, End Clients, regulatory compliance, or use of (or inability to use) the Platform;
• to the fullest extent permitted by law, QIRO Hub shall not be liable for any loss or corruption of data, the Organization being responsible for maintaining its own backups in accordance with the Data retention, export and backups section;
• QIRO Hub's total aggregate liability arising out of or in connection with these Terms and the Platform, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total subscription fees actually paid by the Organization to QIRO Hub in the three (3) months immediately preceding the event giving rise to the claim;
• QIRO Hub shall not be liable to any person for any personal injury, illness, psychological harm or death suffered by any End Client or other person arising from or connected with the Organization's treatments, products, services, advice or decisions; and
• any claim against QIRO Hub must be commenced within twelve (12) months of the date on which the cause of action arose, failing which it is irrevocably waived to the fullest extent permitted by law.

The Organization acknowledges that these limitations and exclusions are reasonable, reflect the allocation of risk between the parties and the fees charged, and that the Platform would not be provided on these terms without them.

17. Indemnity

The Organization shall indemnify, defend and hold harmless QIRO Hub and its owners, directors, officers, employees and agents from and against all Losses arising out of or in connection with:

• the Organization's use of the Platform;
• the Organization Data;
• any product, service, treatment or advice the Organization provides;
• any act or omission of the Organization, its Authorised Users or End Clients;
• the Organization's breach of these Terms;
• the Organization's breach of any law or regulation, including data protection and healthcare regulation;
• any unauthorised access to or use of the Platform through the Organization's account or credentials;
• any chargeback, refund, fraud or dispute relating to a transaction the Organization takes from an End Client;
• any claim by an End Client or other third party, including any claim for personal injury, illness, psychological harm or death; and
• the gross negligence, wilful misconduct or breach of applicable law of the Organization or any Authorised User.

18. No guarantee of results

QIRO Hub does not guarantee any particular business, clinical, financial or operational result from the Platform or from its implementation, onboarding, data migration or training, and accepts no liability for the Organization's failure to achieve any expected result, saving or outcome. The Organization is responsible for evaluating the Platform's suitability for its needs before and during use.

19. No third-party rights

These Terms are between QIRO Hub and the Organization only. Except as expressly stated, a person who is not a party to these Terms (including any Authorised User or End Client) has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or rely on any of these Terms. QIRO Hub owes no duty of care, whether in contract, tort (including negligence), statute or otherwise, to any End Client or other third party, and no End Client or third party shall have any claim against QIRO Hub arising out of or in connection with the Organization's use of the Platform or the services the Organization provides.

20. Force majeure

QIRO Hub shall not be liable for any delay in performing, or failure to perform, any of its obligations, or for any loss or damage, caused by events or circumstances beyond its reasonable control, including failures or outages of hosting, internet, telecommunications or third-party service providers, cyber-attacks, denial-of-service attacks, power failures, acts of government, epidemics, or acts of God.

21. Suspension, termination and raising concerns

We may suspend or terminate access to the Platform if the Organization breaches these Terms, fails to pay fees, or where we reasonably consider it necessary to protect the Platform, other users or third parties. Either party may terminate a subscription in accordance with the plan terms. On termination, the Organization's right to use the Platform ends. Sections that by their nature should survive termination (including those on the Organization's responsibilities, fees and payments, intellectual property, anonymised and aggregated data, confidentiality, data protection, data retention, limitation of liability, indemnity, and governing law and jurisdiction) shall survive.

The Organization agrees to raise any service concern with QIRO Hub's support channels first, and to allow a reasonable opportunity for QIRO Hub to investigate and respond, before escalating the matter. Where the Organization makes public statements about QIRO Hub or the Platform that it knows, or ought reasonably to know, to be false or misleading, QIRO Hub reserves all rights and remedies available to it at law. Nothing in this section prevents the Organization from expressing genuine, good-faith views or criticism.

22. Changes to these Terms

We may update these Terms from time to time. Material changes will be notified by reasonable means. Continued use of the Platform after changes take effect constitutes acceptance of the updated Terms.

23. Assignment

The Organization may not assign, transfer, charge or otherwise deal in these Terms or any of its rights or obligations under them without QIRO Hub's prior written consent, except that it may assign them to a successor of substantially all of its business on written notice to QIRO Hub. QIRO Hub may assign or transfer these Terms to an affiliate or to a successor of all or substantially all of its business. Any purported assignment in breach of this section is void.

24. Notices

Notices to QIRO Hub must be given by email to [email protected]. Notices to the Organization are given to the contact name and email address on its account. A notice is deemed received on the next business day after it is sent.

25. General

These Terms, together with the Privacy Policy and any plan terms, constitute the entire agreement between the parties regarding the Platform and supersede all prior discussions, representations and arrangements. If any provision is found to be invalid or unenforceable, it shall be severed or modified to the minimum extent necessary, and the remaining provisions shall continue in full force and effect. No waiver of any right is effective unless in writing, and no delay or failure to enforce any right operates as a waiver of it. The Organization acknowledges that it has not relied on any statement, representation or assurance not expressly set out in these Terms. The parties are independent contractors, and nothing in these Terms creates any partnership, joint venture, agency or employment relationship between them.

26. Governing law and jurisdiction

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

27. Contact

Questions about these Terms can be sent to [email protected].