Terms & Conditions of Supply.

1. Interpretation

1.1 Definitions

In these Terms, the following definitions apply:

Acceptance

The acceptance or deemed acceptance of the Site by the Customer in accordance with clause 5.

Add-on Services

Optional, separately chargeable products or services specified in the Order, such as Group Central Management and PatientInsights, which may be taken with either Basic Support or Premium Support and are charged as set out in the Order (Group Central Management being subject to a set-up fee and an annual licence fee).

Basic Support

The level of support described as Basic Support in the Support Schedule, where specified in the Order.

Bespoke Content

Has the meaning given in clause 7.3.

Business Day

A day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Charges

The charges payable by the Customer for the Services (including any Add-on Services) as set out in the Order and as varied in accordance with these Terms from time to time.

Confidential Information

All information disclosed by one party to the other which is marked as confidential or which ought reasonably to be considered confidential by its nature or the circumstances of disclosure.

Contract

The legally binding agreement between the Supplier and the Customer comprising the Order, these Terms, the Support Schedule (where applicable), and the Data Processing Agreement (where applicable), read in accordance with clause 1.4.

Customer

The organisation, firm or person purchasing Services from the Supplier.

Customer Data

The data inputted by the Customer, or by the Supplier on the Customer’s behalf, for the purposes of using the Site and Services.

Data Processing Agreement

The Supplier’s Data Processing Agreement, which forms part of the Contract where the Services involve the processing of Personal Data on the Customer’s behalf.

Data Protection Legislation

The UK GDPR, the Data Protection Act 2018 (each as amended, including by the Data (Use and Access) Act 2025), the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any successor legislation, together with applicable guidance issued by the Information Commissioner’s Office.

Designated Contact

The individual nominated by the Customer as the primary point of contact for the build and ongoing management of the Site and, where clause 4.1 permits the nomination of an individual for a particular Site, that individual in respect of that Site.

Digital Triage Features

The SmartForms, PatientInbox, PatientPortal and similar tools included in the Services through which patients submit requests or information to the Customer.

Effective Date

The date specified in the Order on which the Contract commences.

Intellectual Property Rights

All intellectual property rights of any nature anywhere in the world, whether registered or unregistered, including copyright, database rights, trade marks, service marks, patents, design rights, rights in software, rights in confidential information, goodwill and all similar or equivalent rights.

Materials

All text, images, video, audio, documents, data and other content supplied by or on behalf of the Customer for inclusion in the Site, whether supplied to the Supplier or published directly by the Customer’s users through the Site’s control panel, including the Customer’s responses to the Supplier’s site builder questions and any content which, at the Customer’s request, the Supplier copies from the Customer’s existing website or from documents provided by the Customer.

Member Practice

A GP practice or other organisation identified in the Order as a practice for which the Customer contracts and for which a Site is to be provided under the Contract, in accordance with clause 4.10. References to the Site include each Site provided for a Member Practice.

NHS Guidance

The guidance for GP practice websites published by NHS England (or any successor body) which applies to the Customer at the relevant time, including the guidance “Creating a highly usable and accessible GP website for patients”, the GP website benchmarking and improvement tool, the NHS service manual and the NHS Frontend design system.

Normal Business Hours

9.00am to 5.00pm UK time, Monday to Friday, excluding public holidays in England.

Order

The Supplier’s order form, quotation, proposal or statement of work accepted by the Customer, including any Add-on Services specified in it.

Personal Data

Has the meaning given to it under the UK GDPR.

Premium Support

The level of support described as Premium Support in the Support Schedule, where specified in the Order.

Project Work

Work which falls outside routine support, including large-scale content creation, bulk document conversion, significant restructuring, accelerated delivery requests, discovery or planning work, search engine optimisation or digital marketing services, or ongoing expansion beyond routine maintenance.

Services

The website design, development, hosting, support and related services specified in the Order, including any Add-on Services.

Site

The website hosted and maintained by the Supplier on behalf of the Customer or, where the Order covers more than one website, each such website.

Supplier

Tree View Designs Ltd (registered in England and Wales as Tree View Designs Limited, company number 06975947), whose registered office is at 46 Skylark Lane, Whitfield, Dover, England, CT16 3QR.

Support Schedule

The Supplier’s Support Schedule (Basic & Premium), which forms part of the Contract where the Order includes Basic Support or Premium Support.

Third-Party Content

Has the meaning given in clause 7.4.

UK GDPR

Has the meaning given in section 3(10) of the Data Protection Act 2018.

1.2 Interpretation

In these Terms:

1. words in the singular include the plural and words in the plural include the singular;
2. a reference to a clause is to a clause of these Terms, a reference to a Section is to a section of the Support Schedule, and a reference to a clause of the Data Processing Agreement is to a clause of that agreement;
3. clause headings do not affect interpretation;
4. the words “including” and “for example” do not limit the generality of the words which precede them; and
5. a reference to writing or written includes email.

1.3 Supplier details and contact

The Supplier is registered with the Information Commissioner’s Office under registration number ZA655395.

The Supplier may be contacted at its registered office, by telephone on 020 3808 9807 or by email at enquiries@treeviewdesigns.co.uk, which is the address for contractual matters, complaints and data protection matters (including matters for the attention of the Supplier’s Data Protection Lead). Support requests should be sent to the Supplier’s helpdesk at support@treeviewdesigns.co.uk in accordance with the Support Schedule. Formal notices under the Contract are given in accordance with clause 15.4.

1.4 Order of precedence

If there is any conflict or inconsistency between the documents forming the Contract, the following order of precedence shall apply, with the document listed first prevailing:

1. any term of the Order which expressly states that it varies or takes precedence over these Terms or the Support Schedule;
2. the Data Processing Agreement, in respect of data protection matters;
3. these Terms; and
4. the Support Schedule.

A term of the Order does not vary the Data Processing Agreement, which may be varied only in accordance with its own terms.

2. Scope of Services

2.1 General

The Supplier shall provide the Services with reasonable care and skill and in accordance with good industry practice.

2.2 Accessibility and NHS standards

The Site will be built to comply with WCAG 2.2 (AA) accessibility standards and with the NHS Guidance applicable at the time of development. Conformance with WCAG 2.2 (AA) also satisfies the WCAG 2.1 (AA) minimum referred to in NHS Guidance.

Where the Customer requests changes or content which, in the Supplier’s reasonable opinion, would compromise accessibility compliance, information governance, or NHS Guidance, the Supplier shall notify the Customer. If the Customer instructs the Supplier to proceed contrary to such advice, responsibility for any resulting non-compliance shall rest solely with the Customer.

2.3 Search engines and digital marketing

Unless expressly specified in the Order, the Services do not include search engine optimisation, advertising or other digital marketing services. The Support Schedule describes what is and is not included and how requests for such work are scoped and charged.

3. Website Build Process

3.1 Contract formation and build commencement

The Contract shall be deemed formed when the Customer has:

1. accepted the Order or agreement (including via electronic signature or other electronic acceptance); and
2. paid the Supplier’s invoice in accordance with clause 6.

Unless expressly agreed otherwise in writing, no development, build, or project work shall commence until the relevant invoice has been paid in full. Any indicative timescales provided prior to payment are estimates only and shall not take effect until payment has been received.

3.2 Build prerequisites

Work on the Site shall not commence until the Customer has:

1. responded in full to the Supplier’s initial site builder questions; and
2. selected an approved in-house design for the Site where required.

The Supplier shall not be responsible for any delay where commencement or progress of the build is prevented by the Customer’s failure to meet these prerequisites.

3.3 Build timeframe

Subject to clauses 3.1 and 3.2, the Supplier shall use reasonable endeavours to produce a first draft of the Site within twenty-five (25) Business Days of receiving the Customer’s completed responses to the Supplier’s initial site builder questions and, where required under clause 3.2, the Customer’s design selection.

The 25 Business Day timeframe applies to the first draft only and excludes time awaiting Customer feedback, content, approvals, or decisions.

3.4 Accelerated builds

Any request for delivery faster than the standard timeframe must be agreed in writing before work begins and may be treated as Project Work subject to additional Charges.

3.5 Failure to engage and project inactivity

Where the Customer fails to engage with the Supplier following contract formation and payment, including by failing to respond to onboarding questions, content requests, or approval requests, the Supplier may place the project on hold after a continuous period of ninety (90) days of inactivity.

Where such inactivity continues for a total period of twelve (12) months from the date of the Supplier’s initial request for information or action, the Supplier may, by written notice to the Customer:

1. close the project;
2. decommission and delete any associated development, staging, or test environments; and
3. treat the Services as having been made available to the Customer.

In these circumstances:

1. all sums paid by the Customer shall be non-refundable;
2. the Customer shall have no entitlement to recommence or resume the build without entering into a new agreement and paying any applicable Charges; and
3. the Supplier shall cease charging support fees in respect of the closed project.

Where any such environment holds Personal Data, its deletion shall be carried out in accordance with clause 11 of the Data Processing Agreement.

3.6 Launch and the Customer’s existing website

Where the Customer’s domain is directed to an existing website not hosted by the Supplier, the Supplier shall build the Site on a development or staging environment so that the existing website may remain live during the build, and shall not direct the Customer’s domain to the Site until the Customer confirms that the Site may go live.

The continued availability of the existing website, and any arrangements with the Customer’s existing provider, are the responsibility of the Customer and its existing provider and are outside the Supplier’s control.

The Site has its own page structure and page addresses, which will differ from those of the Customer’s existing website. The Supplier does not set up redirects from the page addresses of the existing website to the Site unless the Customer asks it to, identifying the pages concerned, before the Site goes live. How search engines list the Site after it goes live is outside the Supplier’s control, and clause 9.2 applies.

4. Customer Responsibilities

4.1 Designated Contact

The Customer shall appoint one Designated Contact who shall:

1. act as the sole point of communication with the Supplier during the build;
2. coordinate feedback and approvals internally within the Customer’s organisation;
3. relay consolidated changes and instructions to the Supplier; and
4. manage the addition and removal of users within the Site’s control panel.

The Supplier shall be entitled to rely on instructions received from the Designated Contact.

The Customer may replace the Designated Contact at any time by written notice to the Supplier from a person whom the Supplier reasonably considers to be authorised to act on the Customer’s behalf. Before acting on a request to change the Designated Contact, or to reset or restore access to the control panel or to any user account, the Supplier may take reasonable steps to verify that the request is genuine and has been made on the Customer’s behalf, and shall not be liable for any delay caused by such verification.

Where the Order covers more than one Site, the Customer may, in addition to the Designated Contact appointed under this clause, nominate a separate individual as Designated Contact for any one Site. The Supplier shall be entitled to rely on instructions received from the Designated Contact appointed under this clause in respect of any Site, and from an individual nominated for a Site in respect of that Site only. Where instructions conflict, the Supplier may rely on those of the Designated Contact appointed under this clause.

4.2 Content, accuracy and compliance

The Customer is solely responsible for:

1. the accuracy, completeness and currency of all Materials;
2. clinical, medical and regulatory accuracy of Site content;
3. ensuring Materials comply with applicable laws and guidance;
4. compliance with its own contractual and regulatory obligations relating to its online presence, including under its primary medical services contract and, where they apply, the Public Sector Bodies (Websites and Mobile Applications) (No. 2) Accessibility Regulations 2018 and the clinical risk management standard DCB0160; and
5. subject to clause 4.4, the privacy notice published on the Site and the lawfulness of the storage and access technologies used on the Site, the Customer being the controller (within the meaning of the UK GDPR) of Personal Data collected through the Site and the person providing the Site as a service to its patients.

Any compliance support, monitoring or guidance provided under the Support Schedule is intended to assist the Customer in meeting these obligations. It does not transfer them to the Supplier and, except as expressly stated in clause 2.2, the Supplier does not warrant that the Site or its content will satisfy the Customer’s contractual or regulatory obligations.

4.3 Rights in Materials

The Customer warrants that it owns, or has obtained all licences, consents and permissions necessary to permit the Supplier to use, the Materials for the purpose of providing the Services, including any content, images and documents which the Supplier copies from the Customer’s existing website or other sources at the Customer’s request, and that the Materials do not infringe the Intellectual Property Rights or other rights of any third party and are not defamatory, misleading or otherwise unlawful.

The Customer shall notify the Supplier, before the item is migrated, of any content, image or document on its existing website which the Customer does not own or is not licensed to use, and the Supplier shall not be obliged to migrate any such item.

The Customer shall indemnify the Supplier against all losses, liabilities, costs (including reasonable legal fees) and expenses arising out of any claim that the Materials infringe the rights of a third party or are unlawful, except to the extent that the claim results from the Supplier’s own breach of the Contract. The Supplier may remove from the Site any Materials which it reasonably believes would breach this clause and shall notify the Customer promptly where it does so.

4.4 Cookie consent and privacy information

The Supplier shall provide the Site with a cookie consent mechanism under which non-essential storage and access technologies set by the platform are not used until the visitor agrees, shall maintain the Site’s cookie policy so that it describes the storage and access technologies set by the platform, including those set by any optional platform feature (for example PatientInsights) that the Customer has chosen to enable, and shall provide a page on the Site for the Customer’s privacy notice, the content of which is Materials.

The Customer shall decide which optional platform features are enabled on the Site, shall publish and maintain its own privacy notice for patients on the Site, and shall be responsible for any storage and access technologies introduced by content, scripts or third-party services that the Customer adds to the Site or asks the Supplier to add to it. Where the Customer instructs the Supplier to enable a feature, script or configuration contrary to the Supplier’s advice, clause 2.2 applies.

4.5 Use of the Site and control panel

The Supplier provides the Customer with access to a control panel through which the Customer’s authorised users may manage the Site and, where included in the Services, review and respond to patient submissions and use any other modules included in the Services.

The Customer shall:

1. ensure that access to the control panel is given only to individuals authorised by the Customer, each using their own user account, and that access is removed promptly when an individual leaves the Customer’s organisation or no longer requires it;
2. keep all usernames, passwords and other credentials confidential, not share them between individuals, and not include them in support requests or other correspondence, except through a secure form that the Supplier provides for that purpose;
3. be responsible for all acts and omissions of its users, and of any other person using credentials issued to the Customer, as if they were the acts and omissions of the Customer, except to the extent that the access results from the Supplier’s failure to comply with its obligations under the Data Processing Agreement; and
4. notify the Supplier promptly on becoming aware of any suspected unauthorised access to, or misuse of, the control panel or any user account, describing the affected page or service without including patient information or passwords.

The Supplier shall be entitled to treat any instruction, submission or publication made through the control panel using a user account as authorised by the Customer, unless the Customer has notified the Supplier under this clause that the account may be compromised.

To protect the security of the Site and the Services, the Supplier may set reasonable requirements that a person must meet before being given, or keeping, a user account, such as completing the Supplier’s training or using an email address of a type the Supplier approves. The Supplier will publish these requirements or notify them to the Customer, and may change them from time to time. They apply to every user, including any consultant, agency or other third party whom the Customer authorises, and the Supplier may refuse, suspend or remove a user account that does not meet them or that it reasonably considers puts the security of the Site or the Services at risk.

4.6 Prohibited uses and content

The Customer shall not, and shall ensure that its staff and any users it has authorised to access the Site or the control panel do not, use the Site, the control panel or the Services:

1. to publish, upload, store or transmit any content which is unlawful, defamatory, or which infringes the Intellectual Property Rights or other rights of any person or breaches any duty of confidence;
2. to send unsolicited or unlawful communications through the Services;
3. to attempt to secure unauthorised access to any program or data held on the Supplier’s systems or in any user account, or to test, scan or interfere with the security or operation of the Supplier’s systems without the Supplier’s prior written consent; or
4. to introduce malicious code, or otherwise to use the Services in a way which could damage, disable or impair them or the Supplier’s provision of services to other customers.

Notwithstanding clause 4.1, where the Supplier reasonably believes that a user account or any content on the Site breaches this clause 4.6, or presents a risk to the security of the Site, the Supplier’s systems or any Personal Data, the Supplier may suspend or disable the affected user account or remove or disable access to the content. The Supplier shall notify the Designated Contact as soon as reasonably practicable, in advance where practicable, and shall restore the account or content once the issue has been resolved to the Supplier’s reasonable satisfaction. The Customer agrees that action taken under this clause forms part of its documented instructions for the purposes of the Data Processing Agreement.

Nothing in this clause obliges the Supplier to monitor the Customer’s content for compliance with this clause, and the Supplier’s rights under this clause are in addition to, and without prejudice to, its rights under clauses 6 and 10.

4.7 Electronic communications sent from the Site

Where the Services include facilities for sending electronic mail, notifications or other messages to patients, subscribers or other recipients (including newsletter, notification and patient reply facilities), such messages are sent on the Customer’s instruction using the Supplier’s systems, and the Customer shall be treated as the sender of them. The Customer is responsible for the content of such messages and for ensuring that they are sent lawfully. In particular, where a message constitutes direct marketing, the Customer shall ensure that each recipient has given the consent required by regulation 22 of the Privacy and Electronic Communications (EC Directive) Regulations 2003 or that an exception under that regulation applies, that each such message offers the recipient a simple means of refusing further messages, and that any such refusal is honoured promptly.

4.8 Digital Triage Features and clinical safety

Where the Services include the Digital Triage Features:

1. the Customer is the organisation deploying and using the Digital Triage Features and is solely responsible for the clinical safety of their deployment and use, including any clinical risk management required of it under DCB0160 where that standard applies, the monitoring of submissions, the timeliness of responses, and all clinical decisions and clinical recording;
2. the Customer shall ensure that the Digital Triage Features are presented to patients with appropriate safeguards, including clear instructions that they must not be used for urgent or emergency needs;
3. the Supplier is responsible for the design, development and maintenance of the Digital Triage Features and, to the extent that DCB0129 applies to the Supplier as their manufacturer, for the clinical risk management activities which that standard requires of it, and shall on request provide the Customer with such clinical safety information relating to the Digital Triage Features as it holds; and
4. the Digital Triage Features do not provide clinical decision support and do not diagnose, triage or prioritise patients automatically; the review and prioritisation of, and response to, submissions are carried out by the Customer’s authorised staff.

Submissions made through the Digital Triage Features are held in the Site’s control panel, which is the record of those submissions. Email notifications, and any copy of a submission sent by email at the Customer’s request, are a convenience only. Their delivery depends on email systems outside the Supplier’s control, including the Customer’s own email service, and is not guaranteed. The Customer shall monitor submissions in the control panel and shall not rely on email alone. The Supplier may change or withdraw the option to send submissions by email where it reasonably considers this necessary for security, information governance or clinical safety.

Nothing in this clause relieves either party of any obligation that applies to it by law under DCB0129 or DCB0160.

4.9 Group Central Management

Where the Customer uses the Supplier’s Group Central Management Add-on Service:

1. content which the Customer originates for publication to any connected Site is Materials supplied by the Customer, and clause 4.2 applies to that content on every Site to which it is published;
2. where the Customer’s Site is connected to receive content from another practice or organisation, the Customer authorises the publication of that content to its Site by the publishing route selected when the connection is set up, and remains solely responsible under clause 4.2 for the content of its Site as a whole; and
3. where the Supplier uses Group Central Management on the Customer’s behalf under Premium Support (within the fair usage limits of the Support Schedule), it acts on the instructions of the Customer’s Designated Contact or authorised administrator in accordance with clause 4.1 and is not responsible for the accuracy, completeness, currency or compliance of the content published.

4.10 Group Customers and Member Practices

Where the Order identifies one or more Member Practices:

1. the Customer contracts as the legal person named in the Order and confirms that it has the authority of each Member Practice to enter into the Contract, including the Data Processing Agreement, on that Member Practice’s behalf, and shall provide written evidence of that authority on request;
2. each Member Practice is bound by the Contract in respect of its own Site, and the Supplier may treat instructions given by the Customer or its Designated Contact as given on behalf of every Member Practice; any claim under the Contract in respect of a Member Practice’s Site shall be brought by the Customer;
3. the Customer remains responsible to the Supplier for payment of all Charges and for the acts and omissions of each Member Practice in connection with the Contract;
4. each Member Practice is a separate controller (within the meaning of the UK GDPR) of the Personal Data processed through its own Site, the Data Processing Agreement applies between the Supplier and each Member Practice in respect of that Personal Data, and the confirmation in clause 8.3 is given by the Customer on its own behalf and on behalf of each Member Practice;
5. the Supplier’s total aggregate liability under clause 9.3 applies to the Customer and all Member Practices together and not separately to each of them; and
6. the Customer may give notice under clause 10.2 in respect of one or more Sites only, in which case the Contract continues for the remaining Sites and the Charges shall be reduced by the amount attributable to the ending Site in the Order or, where the Order does not attribute Charges to individual Sites, by a proportionate amount determined by the Supplier acting reasonably.

Where a Member Practice ceases to be part of the Customer’s group, the Supplier may, on the written request of the Customer or the Member Practice and at its discretion, agree to continue the Services for that Member Practice’s Site under a separate Contract with the Member Practice on the Supplier’s then-current terms. The Customer shall provide such confirmations and Materials as the Supplier reasonably requires to effect that transfer and shall remain liable for all Charges accrued up to the date of transfer.

5. Acceptance of the Site

5.1 Acceptance shall be deemed to have occurred when:

1. the Customer confirms the Site may go live;
2. the Site is used operationally; or
3. the Customer fails to provide approval or reasonable feedback within ten (10) Business Days of being notified that the Site is ready to go live.

5.2 Acceptance under clause 5.1(c) does not of itself authorise the Supplier to direct the Customer’s domain to the Site, and clause 3.6 applies. Where the Customer remains unresponsive, clause 3.5 applies.

6. Charges and Payment

6.1 Payment

Invoices are payable within seven (7) days of issue unless otherwise stated. All Charges are exclusive of VAT. The Supplier may issue the invoice for a renewal period before the renewal date, in which case it is payable by the renewal date or within seven (7) days of issue, whichever is later.

6.2 No refunds

Once the Contract has been accepted and payment has been received, the Supplier will allocate resources, commence planning, onboarding, and preparatory work, and reserve delivery capacity for the Customer. Accordingly, all Charges paid are non-refundable, except where required by applicable law or as expressly provided in this clause 6.2.

This no-refund policy applies regardless of whether the Services have fully commenced, are partially completed, delayed due to Customer actions or inaction, or subsequently suspended or terminated.

Nothing in this clause 6 affects any right of the Customer to recover Charges paid for Services which the Supplier has failed to provide by reason of the Supplier’s own material breach of the Contract, subject always to clause 9.3.

6.3 Variation of recurring Charges

The Supplier may vary the recurring Charges for hosting, support and Add-on Services with effect from the start of any renewal period by giving the Customer at least sixty (60) days’ written notice before the renewal date, being the end of the current initial term or renewal period. A Customer that does not wish to accept the varied Charges may terminate the Contract in accordance with clause 10.2.

6.4 Changes to support level

The Customer may upgrade from Basic Support to Premium Support at any time by written request. The upgrade, and the Charges for Premium Support, shall take effect from the date confirmed by the Supplier in writing, and the Charges for the remainder of the current initial term or renewal period shall be pro-rated from that date.

Unless the Order provides otherwise, a downgrade from Premium Support to Basic Support may take effect only from the start of a renewal period, on at least thirty (30) days’ written notice before the end of the current initial term or renewal period.

6.5 Suspension

Where any undisputed Charges remain unpaid seven (7) days after the Supplier has notified the Customer in writing of the non-payment, the Supplier may suspend all or part of the Services until payment is received in full. The Supplier may also suspend all or part of the Services immediately where, in the Supplier’s reasonable opinion, the Site or any Materials are unlawful, breach clause 4.2 or clause 4.6, or present a security risk to the Supplier’s platform, other customers or the public.

The Supplier shall notify the Customer of any suspension and shall restore the suspended Services promptly once the cause has been remedied. Charges continue to accrue during any period of suspension. The Supplier’s rights under clause 4.6 to suspend or disable a user account, or to remove or disable access to content, are in addition to and independent of any right of suspension under this clause and clause 10.5.

6.6 Interest on late payment

The Supplier may charge interest on any overdue sum at 4% per annum above the Bank of England base rate, accruing daily from the due date until payment is received in full.

6.7 Merged or closed Sites

Where the Customer asks for two or more Sites to be combined into one, or a Site is to close because the Customer’s practice has merged, closed or been reorganised:

1. the Charges for each Site remain payable until the end of its then-current term, and clause 6.2 applies;
2. the work of combining Sites is Project Work; and
3. the recurring Charges for the combined Site shall be set by the Supplier, acting reasonably and having regard to the number of Sites it replaces and its size and complexity, and notified to the Customer in writing before that work begins.

7. Intellectual Property and Domain Names

7.1 Materials and Customer Data

The Customer retains all Intellectual Property Rights in the Materials and grants the Supplier a licence to use them for the purpose of providing the Services and as permitted by clause 7.6. Customer Data which is Personal Data is processed in accordance with the Data Processing Agreement (see clause 8.2).

7.2 The Site and the Supplier’s platform

All Intellectual Property Rights in the Site, templates, systems, software and Services (excluding Materials, Customer Data, Bespoke Content and Third-Party Content) vest in the Supplier. The Customer is granted a non-exclusive, non-transferable licence to use the Site, including the Site’s control panel, during the Contract and subject to clause 4.

7.3 Content created by the Supplier for the Customer

Where the Supplier writes, edits or designs text, images, logos or other editorial content specifically for the Customer for publication on the Site, whether during the build or under the Support Schedule (Bespoke Content), the Supplier assigns to the Customer all Intellectual Property Rights in that Bespoke Content with effect from payment in full of the Charges then due. To the extent that any such assignment is not effective for any reason, the Supplier grants the Customer, with effect from the same date, a perpetual, irrevocable, royalty-free licence to use, copy, adapt and publish the Bespoke Content for the purposes of the Customer’s organisation, including on any website which replaces the Site. The same licence applies to the wording of the questions in any SmartForm built for the Customer.

The Customer grants the Supplier a licence to use the Bespoke Content for the purpose of providing the Services and as permitted by clause 7.6. Bespoke Content does not include the design, templates, page layouts, navigation structures, code, software, the SmartForms engine or any other part of the Supplier’s platform, any open-source components, any Third-Party Content, or the Supplier’s standard wording and standard form designs, and the Supplier remains free to reuse its know-how, techniques, standard wording and standard form designs in its work for other customers.

7.4 Third-Party Content

The Site incorporates software, components, services and content owned by third parties, including open-source software and content and services made available by NHS bodies and other providers (Third-Party Content). Third-Party Content is used under the licence terms of its owner, and neither party acquires any Intellectual Property Rights in it under the Contract. Where NHS website content is displayed on the Site, the Customer shall not adapt it and shall comply with any attribution or other conditions notified by the Supplier. Subject to clause 9.3, the Supplier does not warrant the continued availability of any Third-Party Content and shall not be liable where its owner alters, restricts or withdraws it.

7.5 Domain names

Any domain name registered in the Customer’s name, or registered, transferred in or administered by the Supplier on the Customer’s behalf, is held for the Customer’s benefit and nothing in the Contract gives the Supplier any interest in it. This clause does not apply to domain names owned by the Supplier and used to provide the Services. Where the Supplier administers a domain name on the Customer’s behalf:

1. the Supplier holds the domain name and any registrar account solely as the Customer’s agent and shall, on request, procure that the Customer is named as registrant where the relevant registry permits;
2. the Supplier shall use reasonable endeavours to renew the domain name for as long as the Contract continues, and any registry or registrar fees shall be payable by the Customer as set out in the Order or, where not so set out, at cost;
3. the Supplier shall not direct the domain name to the Site until the Customer has confirmed that the Site may go live (see clause 3.6); and
4. on termination of the Contract for any reason, the Supplier shall, within ten (10) Business Days of the Customer’s written request, transfer the domain name to the registrar or provider nominated by the Customer, or provide the authorisation code or tag change needed to do so, and shall not withhold the domain name or any such code by reason of any dispute between the parties, including a payment dispute.

The Customer remains responsible for any instruction it must give to its previous provider or registry, and the Supplier is not responsible for delay caused by a previous provider or registry. Domain names within nhs.uk are administered under the rules of the relevant NHS registry, and the Supplier’s obligations under this clause apply only to the extent that registry permits.

7.6 Publicity

Unless the Customer notifies the Supplier in writing that it objects, the Supplier may refer to the Customer by name as a customer of the Supplier and may display screenshots of, or link to, the public pages of the Site as an example of the Supplier’s work, excluding any page or element that contains Personal Data of the Customer’s staff or patients unless the Customer has approved its use in writing. The Supplier shall not publish a case study, testimonial or quotation attributed to the Customer or to any member of its staff without the Customer’s prior written consent. The Supplier shall cease any use permitted by this clause within thirty (30) days of receiving the Customer’s written objection or of termination of the Contract, whichever is earlier.

8. Data Protection

8.1 Compliance

Where the Services involve the processing of Personal Data, each party shall comply with the Data Protection Legislation.

8.2 Data Processing Agreement

The Data Processing Agreement forms part of the Contract and governs the processing of Personal Data by the Supplier on the Customer’s behalf. In the event of any conflict between these Terms and the Data Processing Agreement, the Data Processing Agreement shall prevail in respect of data protection matters, in accordance with clause 1.4.

8.3 Customer responsibilities

The Customer confirms that it has all necessary rights, consents, and lawful bases required to provide Personal Data to the Supplier for processing in connection with the Services. Where the Order identifies Member Practices, this confirmation is given in accordance with clause 4.10.

9. Warranties and Liability

9.1 Supplier warranties

The Supplier warrants that it has the right and authority to enter into this Contract and will perform the Services with reasonable care and skill.

9.2 Exclusions

Except as expressly stated in these Terms, all warranties, conditions and other terms implied by statute or common law are excluded to the maximum extent permitted by law.

The Supplier does not warrant that the Site will be uninterrupted, error-free, or compatible with all third-party systems or services.

Where the Site includes an automated translation feature provided by a third party (such as Google Translate), the Supplier does not warrant the accuracy, completeness or suitability of any translation produced by that feature, or the continued availability of that feature, and the Customer remains responsible under clause 4.2 for the content it publishes in its original language.

Where the Site includes a practice boundary, catchment or postcode checker, or any similar tool that gives visitors a result based on mapping, location or other third-party data, the result is a guide only. The boundary is drawn from information supplied by the Customer, and the tool relies on third-party mapping and address data which the Supplier does not control. The Supplier does not warrant the accuracy of any result. The Customer is responsible for checking that the boundary shown reflects its registered practice area and for every decision on whether to register a patient.

The Supplier does not warrant or guarantee that the Site will achieve or keep any position, ranking or visibility in any search engine, that any advertising platform will approve or deliver the Customer’s advertisements, or that the Site or the Services will produce any number of visitors, enquiries, registrations or patients. Search results and advertising decisions are controlled by third parties and change without notice, including when a website is replaced or moved.

9.3 Limitation of liability

Nothing in this Contract limits or excludes liability for:

1. death or personal injury caused by negligence;
2. fraud or fraudulent misrepresentation; or
3. any other liability that cannot be limited or excluded by law.

Subject to the above, the Supplier shall not be liable for any indirect or consequential loss, including loss of profits, revenue, business or goodwill.

Without prejudice to clause 8 and the Data Processing Agreement, where Customer Data or Materials held by the Supplier as part of the Services are lost, corrupted or damaged, the Customer’s sole remedy shall be for the Supplier to use reasonable endeavours to restore the affected data from the most recent available backup maintained under the Support Schedule, and the Supplier shall have no further liability for such loss, corruption or damage, except where the loss results from the Supplier’s failure to maintain the backups required under the Support Schedule. The automatic deletion of form submissions at the end of their retention period, as described in the Data Processing Agreement, is not loss, corruption or damage for the purposes of this clause.

The Supplier’s total aggregate liability arising out of or in connection with the Contract shall not exceed the Charges paid by the Customer in the twelve (12) months immediately preceding the event giving rise to the claim.

10. Term and Termination

10.1 Term

The Contract shall commence on the Effective Date and continue for an initial term of twelve (12) months, or such longer initial term as the Order states. Thereafter, it shall automatically renew for successive twelve (12) month periods unless terminated in accordance with this clause.

10.2 Termination for convenience

Either party may terminate the Contract by giving at least thirty (30) days’ written notice prior to the end of the initial term or any renewal period.

10.3 Termination by the Supplier for cause

The Supplier may terminate the Contract immediately by written notice if the Customer:

1. fails to pay any undisputed Charges within seven (7) days of being notified;
2. commits a material breach and fails to remedy it within fourteen (14) days of notice;
3. commits a breach of clause 4.6 which is incapable of remedy, or commits a further breach of clause 4.6 after being notified by the Supplier of an earlier breach; or
4. engages in threatening, abusive or inappropriate behaviour towards the Supplier’s staff.

10.4 Termination by the Customer

The Customer may terminate the Contract immediately by written notice if the Supplier commits a material breach of the Contract and fails to remedy it within thirty (30) days of written notice requiring it to do so.

Where the Customer terminates the Data Processing Agreement under clause 13 of that Agreement, the Customer may at the same time terminate by written notice those Services which cannot be provided without the processing of Personal Data. Clauses 6 and 10.5 apply to any such termination.

10.5 Consequences of termination

Upon termination:

1. all licences granted under the Contract shall cease, save that the Customer’s rights in the Materials and the Customer Data, and the rights granted to the Customer under clause 7.3, shall survive termination;
2. the Supplier may suspend or remove the Site following reasonable notice, subject to clause 10.6 and to clause 11 of the Data Processing Agreement in respect of any Personal Data held on it;
3. the Supplier shall release any domain name held on the Customer’s behalf in accordance with clause 7.5; and
4. any outstanding Charges shall become immediately payable.

10.6 Exit assistance

Where the Contract ends for any reason, the Supplier shall, on the Customer’s written request made before the Site is decommissioned under this clause:

1. keep the Site live until the termination date, subject to clause 6.5;
2. provide the Customer with an export, in a commonly used electronic format, of the form submissions held on the Site, which shall otherwise be deleted in accordance with clause 11 of the Data Processing Agreement; and
3. cooperate with the transfer of any domain name the Supplier administers on the Customer’s behalf to the Customer or its nominated provider in accordance with clause 7.5, including releasing any transfer authorisation code, which shall not be withheld by reason of any payment dispute between the parties.

The Supplier does not provide an export of the Site or of its published pages. The Site remains publicly available until it is decommissioned so that the Customer, or its new provider, can copy the Customer’s own content from it, and the Customer’s rights in the Materials and the Customer Data are unaffected. The Supplier’s software, templates, design elements and other items in which Intellectual Property Rights vest in the Supplier under clause 7 are excluded.

Where the Customer asks the Supplier, before the termination date, to keep the Site live after that date (for example until a replacement website is ready), the Supplier may agree to do so for an agreed period. The Contract continues to apply during that period, the Supplier may charge for it in proportion to the annual Charges, and the extension does not renew the Contract for a further term.

The Supplier will decommission the Site once the Customer’s domain has been directed to a replacement website or, if earlier, once the Site has been taken offline following termination. On decommissioning, the control panel ceases to be available and the Supplier deletes the Site and all Customer Data permanently, subject to clause 11 of the Data Processing Agreement as regards backup copies. The Customer must therefore request any export, and copy any content it needs, before its domain is redirected.

Assistance beyond these items may be charged at the Supplier’s prevailing hourly rate. Nothing in this clause conditions the return or deletion of Personal Data under clause 11 of the Data Processing Agreement on payment.

11. Force Majeure

11.1 Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from events beyond its reasonable control, including but not limited to acts of God, government action, failure of utilities or telecommunications networks, failure of third-party suppliers or of hosting infrastructure (in either case where not caused by the affected party’s negligence), pandemics, industrial disputes, or any other event outside the affected party’s reasonable control.

11.2 Nothing in this clause relieves the Supplier of its obligation under the Data Processing Agreement to notify the Customer of a personal data breach (as defined in the UK GDPR) or security incident, or relieves either party of any obligation under applicable law to report an incident to a regulator, provided that where an event described in this clause itself prevents notification within the time required by the Data Processing Agreement, the Supplier shall give notification as soon as reasonably practicable and in any event without undue delay.

12. Confidentiality

12.1 Obligations

Each party shall keep the other party’s Confidential Information confidential and shall not disclose it to any third party except as permitted by this clause.

12.2 Permitted disclosures

Confidential Information may be disclosed:

1. to the receiving party’s employees, contractors and advisers and, where the Order identifies Member Practices, to those Member Practices and their employees, in each case who need to know it for the purposes of the Contract and have been made aware that it is confidential;
2. where required by law, court order or regulatory authority; or
3. with the prior written consent of the party that disclosed it.

12.3 Survival

The obligations in this clause shall survive termination of the Contract.

13. Changes to these Terms

13.1 The Supplier may update these Terms from time to time. The current version shall be made available online and shall apply from the earlier of:

1. the start of the next renewal period; or
2. payment of an invoice issued on or after the effective date of the updated Terms.

13.2 Changes shall not apply retrospectively. Where changes are material, the Supplier shall take reasonable steps to bring them to the Customer’s attention. A Customer that does not wish to accept updated Terms may terminate the Contract in accordance with clause 10.2 before the updated Terms take effect.

14. Complaints and Escalation

14.1 The Customer may raise a complaint about the Services by email to enquiries@treeviewdesigns.co.uk or by post to the Supplier’s registered office. The Supplier shall acknowledge the complaint promptly and use reasonable endeavours to find a satisfactory solution.

14.2 If the complaint is not resolved within ten (10) Business Days, either party may refer it in writing to the Supplier’s Managing Director and a senior representative of the Customer, who shall confer with each other in good faith within a further ten (10) Business Days.

14.3 Nothing in this clause prevents either party from commencing proceedings or seeking urgent relief. This clause does not apply to complaints which are vexatious.

15. General

15.1 Business customer

The Customer confirms that it is entering into the Contract in the course of its business, trade or profession and not as a consumer.

15.2 Entire agreement

The Contract, as varied from time to time in accordance with clauses 6.3 and 13, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous proposals, guides, presentations, representations and arrangements between them, whether written or oral, relating to that subject matter. Each party acknowledges that in entering into the Contract it has not relied on any statement, representation or assurance that is not set out in the Contract. No terms or conditions contained in, or referred to in, any purchase order, supplier registration form, procurement portal or other document issued by or for the Customer form part of the Contract, and the Supplier’s acceptance of a purchase order number for invoicing purposes does not amount to acceptance of any such terms. Nothing in this clause limits or excludes liability for fraud or fraudulent misrepresentation.

15.3 Third party rights

No person other than the parties to the Contract has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

15.4 Notices

Any notice given under the Contract shall be in writing and sent by email or by post. Notices to the Supplier shall be sent to enquiries@treeviewdesigns.co.uk or to Tree View Designs Ltd, 46 Skylark Lane, Whitfield, Dover, CT16 3QR, or to such other address as the Supplier notifies to the Customer in writing. Notices to the Customer shall be sent to the email or postal address of the Designated Contact, or to such other address as the Customer notifies to the Supplier in writing.

A notice sent by email is deemed received at 9.00am on the next Business Day after transmission, provided no delivery failure is received. A notice sent by first class post is deemed received at 9.00am on the second Business Day after posting. The Customer shall keep the Supplier informed of the current name and email address of its Designated Contact and of the person to whom invoices are to be sent. A notice or invoice sent to the most recent address notified to the Supplier is validly given, even if the individual concerned has since left the Customer’s organisation. This clause does not apply to support requests, approvals or other routine communications in the ordinary course of the Services.

15.5 Subcontracting and assignment

The Supplier may subcontract any of its obligations under the Contract but remains responsible for the performance of its subcontractors. Neither party may assign or transfer any of its rights or obligations under the Contract without the prior written consent of the other, such consent not to be unreasonably withheld or delayed, except that:

1. the Supplier may assign the Contract to any purchaser of all or substantially all of its business on written notice to the Customer; and
2. the Customer may assign the Contract to an organisation that succeeds to the Customer’s NHS primary care contract for the practice served by the Site, on written notice to the Supplier identifying that organisation.

15.6 Severance

If any provision of the Contract is found to be invalid or unenforceable, that provision shall be treated as deleted to the extent required and the remaining provisions shall continue in full force.

15.7 Waiver

No failure or delay by either party in exercising any right or remedy under the Contract shall operate as a waiver of it, and no single or partial exercise of any right or remedy shall prevent any further exercise of that or any other right or remedy.

16. Governing Law and Jurisdiction

16.1 These Terms, the Contract and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.