HIPAHIPA

Terms of Service

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND HIPA. PLEASE CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT PRIOR TO REGISTERING TO USE THE SERVICE OFFERED ON THIS WEBSITE OPERATED BY HIPA LIMITED.
By registering and / or logging-in to use the Services and clicking on the accept buttons relating to these Terms of Service, the Data Protection Agreement (DPA), and the Privacy Policy, on the Website You agree to be legally bound by these Terms of Service, the DPA and Privacy Policy as they may be modified and posted on our website from time to time.
By registering and / or logging in to use the Service you acknowledge that: (i) You have read and understood the terms of the Agreement; (ii) the terms of the Agreement shall apply to Your use of the Service as soon You are provided access to the Service; (iii) You have the authority to act on behalf of any person for whom You are using the Service; and You are deemed to have agreed to the terms of the Agreement on behalf of any entity for whom you use the Service.

1. Definitions

"Website" - means the website located at the domain ehr.oncorecords.com or any other website operated by HIPA from which the Service is made available.
"Service" - means the OncoEHR Health Record Management Service provided online as a Software as a Service application, made available (as may be changed or updated from time to time by HIPA) via the Website. OncoEHR is a Software as a Service addressing Health Records Management needs of medical professionals and particularly clinical oncologists and their associates. It provides an efficient and secure way for registering, managing and viewing medical data of oncological patients.
Using the Service a Registered User may:
  • Enter personal data of patients
  • Register results of medical actions
  • Register data and files related to patient’s health status
  • Share files and patient information to the patient or to health professionals or to third parties, always with the patient’s consent and within the applicable laws and regulations
"Confidential Information" - includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
"Data" - means any data inputted by You or with Your authority into the Service.
“DPA” - means the data processing agreement of HIPA, as amended from time to time.
"Registered User" - means the person who is registered to use the Service, and, where context permits, includes any entity on whose behalf that person is registered to use the Service.
“Subscriber” – means the Organization that the Registered User belongs to and/or handles the License you have in order to use the Service.
“Facilitator” – means the Organization that, in cooperation with HIPA, handles en masse Licenses for Subscribers, somehow connected with the Facilitator (e.g. professional union, government organization etc)
"You" - means the Registered User, and where context permits, the Subscriber. "Your" has a corresponding meaning.
"HIPA" - means HIPA, which is a limited liability company registered in Greece with Commercial Registry No. 58998304000, with its registered office at Ethnikis Antistaseos 131, Kalamaria 55134, Greece, and all current and future global subsidiaries of HIPA.
“Privacy Policy” – means the privacy policy of HIPA published at Privacy Policy as amended from time to time.
“Feedback” - means feedback, innovations or suggestions created by you, Subscribers and / or Registered Users regarding the attributes, performance or features of the Service.
“Force Majeure” - means anything outside the reasonable control of a party, including but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, insurrection, sabotage, pandemic, epidemic, quarantine restriction, labor dispute, labor shortage, power shortage, including without limitation where HIPA ceases to be entitled to access the Internet for whatever reason, transportation embargo, failure or delay in transportation, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency.
"Intellectual Property Right" - means all copyrights, patents, utility models, trademarks, service marks, registered designs, moral rights, design rights (whether registered or unregistered), technical information, know-how, database rights, semiconductor topography rights, business names and logos, computer data, generic rights, proprietary information rights and all other similar proprietary rights (and all applications and rights to apply for registration or protection of any of the foregoing) as may exist anywhere in the world.
“Statistical Data” - means aggregated, anonymized data derived from You or Subscriber’s or Registered User’s use of the Service which does not include any personal data or Confidential Information.
"Access Fee" - means the monthly, quarterly, biannual or annual fee (excluding any taxes and duties) payable by You or your Subscriber or your Facilitator for use of the Services as set out in the Fee Schedule. "Agreement" - means these Terms of Service, the DPA and the Privacy Policy together.
"Fee Schedule" - means the information relating to subscriptions and billing set out on the HIPA subscription and billing pages on the Website, or any other page(s) on the Website notified by HIPA, which may be updated or amended by HIPA from time to time.

2. License

HIPA grants You a non-exclusive, non-transferable, revocable right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type during the term of this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
The Subscriber determines who is a Registered User and what level of user role access to the relevant organization and Service that Registered User has;
The Subscriber is responsible for all Registered Users’ use of the Service;
No right to modify, adapt, or translate the Service or create derivative works from the Service is granted to You. Nothing in this Agreement shall be construed to mean, by inference or otherwise, that You have any right to obtain source code for the software comprised within the Service.
The Service is provided and may be used solely by You. Except as specifically stated in this Agreement, You may not: (i) lease, loan, resell or otherwise distribute the Service save as permitted in writing by HIPA; (ii) use the Service to provide ancillary services related to the Service; or (iii) permit access to or use of the Service by or on behalf of any third party.
HIPA may suspend access to the Service and Website, or portion thereof, at any time, and terminate your account if: (i) in its sole reasonable discretion, the integrity or security of the Service is in danger of being compromised by acts of You, the Subscriber or Registered Users; (ii) You, the Subscriber or Registered User or in breach of any terms of this Agreement; or (iii)You or your Subscriber or your Facilitator fail to pay any Access Fee in full when due.

3. Your Obligations

3.1 Fees, Invoicing and Payment Obligations

An invoice for the Access Fee will be issued to the Subscriber or Facilitator in accordance with the details set out in the Order Form, the Service Agreement or any other Formal Document. HIPA will continue invoicing You or your Subscriber or your Facilitator in accordance with the Fee Schedule until this Agreement is terminated in accordance with clause 8.
All HIPA invoices will be sent to You or your Subscriber or your Facilitator. Payment of all amounts specified in an invoice must be paid in accordance with the Fee Schedule. You or your Subscriber or your Facilitator are responsible for the payment of all taxes and duties in addition to the Access Fee.
Where payment of any Access Fee is not received by the due payment date, HIPA is entitled to charge interest on the overdue amounts at the applicable statutory rate and reserves the right to recover any costs and reasonable legal fees it incurs in recovering overdue payments.

3.2 General Obligations

You must only use the Service and Website for Your own lawful internal business purposes in accordance with the terms of the Agreement. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.

3.3 Authorized Use Conditions

You must ensure that the credentials required to access the Service are kept secure and confidential. You must immediately notify HIPA of any unauthorized use of Your credentials or any other breach of security. HIPA will reset Your password and You must take all other actions that HIPA reasonably deems necessary to maintain or enhance the security of any underlying computing systems and networks and Your access to the Service.
When accessing and using the Service, You must:
Not attempt to undermine the security or integrity of HIPA's computing systems or networks or, where the Service is hosted by a third party, that third party's computing systems and networks;
Not use, or misuse, the Service in any way which may impair the functionality of the Service or Website, or other systems used to deliver the Service or impair the ability of any other user to use the Service or Website;
Not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Service is hosted;
Not transmit, or input into the Website, any files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
Not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs or attempt any other source code derivation of the software used to deliver the Service or to operate the Website except as is strictly necessary to use either of them for normal operation.

3.4 Usage Limitations

Use of the Service may be subject to limitations, including but not limited to monthly transaction or data volumes. Any such limitations will be advised to you in writing.

3.5 Indemnity

You shall defend, indemnify and hold HIPA and its employees, sub-contractors or agents harmless from and against any cost, losses, fines, liabilities and expenses, including reasonable legal costs arising from any claim relating to or resulting directly or indirectly from: (i) any claimed infringement or breach by You of any Intellectual Property Rights with respect to use of the Service or Website outside the scope of this Agreement; (ii) any access to or use of the Service or Website by Subscribers or Invited Users in breach of the terms of this Agreement; and (iii) use by HIPA of any Data or information provided by You, a Subscriber or Invited User, used by HIPA in providing the Service or Website; and (iv) Your breaches of data protection law or regulations or the terms of the DPA; and HIPA shall be entitled to take reasonable measures to prevent the breach from continuing.

4. Confidentiality and Privace

4.1 Confidentiality

Unless the relevant party has the prior written consent of the other or unless required to do so by law:
  1. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with this Agreement. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information of the other party available to any person, or use the same for its own benefit, other than as contemplated by this Agreement.
  2. For the purpose of this Agreement all data entered by any user in the Service is considered Confidential Information
  3. Each party's obligations under this clause will survive termination of this Agreement.
  4. The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:
    1. is or becomes public knowledge other than by a breach of this clause;
    2. is received from a third party that lawfully acquired it and that is under no obligation restricting its disclosure;
    3. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party;
    4. is independently developed without access to the Confidential Information; or
    5. is required by law to be disclosed.
  5. Either party may disclose the Confidential Information of the other party to those of its employees and agents who have a need to know the Confidential Information for the purposes of this Agreement but only if the employee or agent executes a confidentiality undertaking in a form approved by the other party.

4.2 Data Protection and Privacy

  1. Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements.
  2. To the extent that personal data is processed when You, a Subscriber or Registered User use the Service or Website, the parties acknowledge that HIPA is a data processor and You are a data controller and the parties shall comply with their respective obligations under applicable data protection law and the terms of the DPA.
  3. If a third party alleges infringement of its data protection rights, HIPA shall be entitled to take measures necessary to prevent the infringement of a third party’s rights from continuing.
  4. Where HIPA collects and processes personal data from You, Subscribers or Registered Users, as a data controller, when providing the Service for example when the Subscriber or Facilitator provides an email address upon registration or when ordering the Service, such collection and processing shall be in accordance with the Privacy Policy.
  5. As defined in the Privacy Policy, where your License is handled by a Facilitator, Data Processing terms are specified in the Data Processing Agreement made between HIPA and your Facilitator

5. Intellectual Property

5.1 General

All rights and title to, and all Intellectual Property Rights to the Service, the Website and any documentation relating to the Service remains the property of HIPA (or its licensors). No interest or ownership in the Service, the Website, the Intellectual Property Rights or otherwise is transferred to You under this Agreement. You are not allowed to remove any proprietary marks or copyright notices from the Service. If all or any part of the Service becomes, or in the opinion of HIPA may become, the subject of a claim or suit of infringement, HIPA at its own expense and sole discretion may: (i) procure for You the right to continue to use the Service or the affected part thereof; or (ii) replace the Service or affected part with other suitable non-infringing service(s); or (iii) modify the Service or affected part to make the same non-infringing.
HIPA shall have no obligations above to the extent that a claim is based on: (i) the combination, operation or use of the Service or Website with other services or software not provided by HIPA, if such infringement would have been avoided in the absence of such combination, operation or use; or (ii) use of the Service or Website in any manner inconsistent with the terms of this Agreement; or (iii) Your negligence or willful misconduct.

5.2 Ownership of Data

All rights and title to, and all Intellectual Property Rights to, the Data remain Your property and You and have the sole responsibility for the legality, reliability, integrity, accuracy and quality of the Data.
Medical data of patients belong to the patients themselves. You are the sole responsible for ensuring the consent of patients for registering their data on the Service, by explicitly signing an appropriate consent form that needs to be uploaded on the Service by You.
In the case where the Subscriber, under the Service, gives permissions to a group of Registered Users to handle a common repository of Data, then Your Data may be accessed, updated or deleted by other Registered Users.
You grant HIPA a non-exclusive, non-transferable, royalty free licence to use, copy, transmit, store, and backup Your information and Data for the purposes of enabling You to access and use the Service and for any other purpose related to the provision of the Service to You.

5.3 Backup of Data

HIPA adheres to its best practice policies and procedures to prevent data loss, including a daily system data backup regime.

5.4 Third-party Applications and Your Data

If You enable third-party applications for use in conjunction with the Service, You acknowledge that HIPA may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Service. HIPA shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.

5.5 Feedback and Statistical Data

You assign all rights, title and interest in any Feedback to HIPA.
You grant HIPA and Your Subscriber and your Facilitator the perpetual right to use Statistical Data and nothing in this Agreement shall be construed as prohibiting HIPA or your Subscriber or your Facilitator from using the Statistical Data for business and/or operating purposes, provided that HIPA or your Subscriber or your Facilitator does not share with any third-party Statistical Data which reveals the identity of a Subscriber, You or a Registered User or any Confidential Information.

6. Warranties and Acknowledgements

6.1 Authority

You warrant and represent that where You have registered to use the Service on behalf of another person, You have the authority to agree to the terms of this Agreement on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of this Agreement, without limiting Your own personal obligations under this Agreement.

6.2 Acknowledgement

You acknowledge that:
You are authorized to use the Service and the Website and to access the information that You access using the Service and the Website (whether that information is your own or that of anyone else).
If You are using the Service and accessing the Data on behalf of or for the benefit of an organization (whether a company, trust or otherwise) then HIPA will assume that You have the right to do so and that organization will be liable for your actions or omissions (including any breach of the terms of this Agreement).
The provision of, access to, and use of, the Service is on an "as is " basis and at your own risk.
HIPA does not guarantee that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Service. HIPA is not in any way responsible for any such interference or prevention of your access or use of the Service.
It is your sole responsibility to determine that the Service meets the needs of your business.
You remain solely responsible for complying with all applicable health, medical and privacy laws. It is your responsibility to check that storage of and access to your Data via the Service and the Website will comply with laws applicable to you (including any laws requiring you to retain records).

6.3 No Warranties

HIPA gives no warranty about the Service. Without limiting the foregoing, HIPA does not warrant that the Service will meet your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded insofar as is permitted by law including, (where applicable) warranties of merchantability, fitness for purpose, title and non-infringement.

6.4 Consumer Guarantees

You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.

7. Limitation of Liability

  1. Neither party excludes or limits its liability to the other for fraud, death or personal injury caused by any negligent act or omission or willful misconduct.
  2. Excluding any indemnity, in no event shall either party be liable to the other whether arising under this Agreement or in tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any Consequential Loss. “Consequential Loss” shall mean: (i) pure economic loss; (ii) losses incurred by any third party; (iii) loss of profits (whether categorized as direct or indirect loss); (iv) losses arising from business interruption; (v) loss of business revenue, goodwill or anticipated savings; and (vi) losses whether or not occurring in the normal course of business, wasted management or staff time.
  3. Subject to clauses 7.1 and 7.2, the total liability of HIPA to You in aggregate (whether in contract, tort or otherwise) under or in connection with this Agreement or based on any claim for indemnity or contribution shall be limited to one hundred (100) per cent of the total Access Fees (excluding any VAT, duty, sales or similar taxes) paid by You or your Subcsriber (on your behalf) or your Facilitator (on your behalf) to HIPA during the twelve (12) month period prior to the date on which such claim arose. If the duration of the Agreement has been less than twelve (12) months, such shorter period shall apply.
  4. You shall be liable for any breaches of this Agreement caused by the acts, omissions or negligence of any Subscribers or Registered Users who access the Service or Website as if such acts, omissions or negligence had been committed by You.
  5. In no event shall You raise any claim under this Agreement more than one (1) year after: (i) the discovery of the circumstances giving rise to such claim; or (ii) the effective date of the termination of this Agreement.
  6. The parties acknowledge and agree that in entering into this Agreement, each had recourse to its own skill and judgement and have not relied on any representation made by the other, their employees or agents.

8. Termination

8.1 No-fault Termination

This Agreement will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period, this Agreement will automatically continue for another period of the same duration as that period, provided You or your Subscriber or your Facilitator continue to pay the prescribed Access Fee in accordance with the Fee Schedule, unless either party terminates this Agreement by giving at least one month’s advance written notice. If You elect to terminate this Agreement by providing one month's advance written notice, You or your Subscriber or your Facilitator shall be liable to pay all relevant Access Fees up to and including the effective date of termination of the Agreement.

8.2 Breach

If You:
  1. Breach any of term of this Agreement and do not remedy the breach within 14 days after receiving notice of the breach, if the breach is capable of being remedied;
  2. Breach any term of this Agreement and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are not paid in full in accordance with the requirements set out in the Fee Schedule);
HIPA may take any or all of the following actions, at its sole discretion:
  1. Terminate this Agreement and Your use of the Service and the Website immediately upon giving you notice;
  2. Suspend for any definite or indefinite period of time, Your use of the Services and the Website immediately upon giving you notice;
  3. Suspend or terminate access to all or any Data immediately upon giving you notice, but subject to the provisions of the DPA in respect of personal data; and/or
  4. Take either of the actions in sub-clauses (4), (5) and (6) of this clause 8(4) in respect of any or all other persons whom You have authorized to have access to Your information or Data.
For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organizations (as defined within the Service) is not made in accordance with the requirements set out in the Fee Schedule, HIPA may suspend or terminate Your use of the Service, the authority for all or any of Your Organizations to use the Service, or Your rights of access to all or any Data, subject to the provisions of the DPA in respect of personal data.

8.3 Accrued Rights

Termination of this Agreement is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
  1. Remain liable for any accrued charges and amounts which become due for payment before or after termination; and
  2. Immediately cease to use the Services and the Website.

8.4 Technical Assistance

HIPA shall on request provide you with: (i) the ability to retrieve Your Data (at your cost) stored using the Services provided that you make such request within 20 working days following the termination of this Agreement; and (ii) access to Your Data for 20 working days following termination of this Agreement. Following this period you acknowledge that HIPA may delete all Your Data.

9. Help Desk

In the case of technical problems, You must make all reasonable efforts to investigate and diagnose problems before contacting HIPA. If You still need technical help, please check the support provided online by HIPA on the Website or failing that email us at support@oncorecords.com.
Although HIPA intends that the Service should be available 24 hours a day, seven days a week, it is possible that on occasions the Service or Website may be unavailable to permit maintenance or other development activity to take place.
If for any reason HIPA has to interrupt the Service for longer periods than HIPA would normally expect, HIPA will use reasonable endeavours to publish in advance details of such activity on the Website.

10. General

10.1 Entire Agreement

These Terms, together with the HIPA Privacy Policy and DPA, the terms of any other notices or instructions given to You under these terms of use and the terms of any other Formal Document between you and HIPA, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and HIPA and the Subscriber relating to the Services and the other matters dealt with in the Agreement.

10.2 Waiver

If either party waives any breach of this Agreement, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

10.3 Delays

Neither party will be liable for any delay or failure in performance of its obligations under this Agreement if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

10.4 No Assignment

You may not assign or transfer any rights to any other person without HIPA's prior written consent.

10.5 Governing Law and Jurisdiction

This Agreement is governed by the laws of Greece and you hereby submit to the exclusive jurisdiction of the courts of Greece for all disputes arising out of or in connection with this Agreement.

10.6 Severability

If any part or provision of this Agreement is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, being valid and enforceable and consistent with the remaining provisions, most nearly achieves the intention of the parties underlying the invalid or unenforceable part or provision, and the remainder of this Agreement will be binding on the parties.

10.7 Notices

Any notice given under this Agreement by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to HIPA must be sent to support@oncorecords.com or to any other email address notified by email to You by HIPA. Notices to You or the Subscriber will be sent to the email address which you provided when setting up Your access to the Service.

10.8 Rights of Third Parties

A person who is not a party to this Agreement has no right to benefit under or to enforce any term of this Agreement.

10.9 Amendments

HIPA may change or modify the terms of this Agreement upon giving You 14 days notice via email. All changes shall be deemed to have been accepted unless You terminate the Agreement prior to the expiry of the 14 day period.

10.10 Governing Law and Jurisdiction

This Agreement is governed by the laws of Greece and You hereby submit to the exclusive jurisdiction of the courts of Greece for all disputes arising out of or in connection with this Agreement.