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Terms and Conditions

Last updated: December 2024

1. Introduction

These Terms and Conditions ("Terms") govern your use of the Praxo practice management platform ("Service") provided by Praxo Ltd ("we", "us", or "our"), a company registered in England and Wales.

By accessing or using our Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a medical practice or other organisation, you represent that you have the authority to bind that organisation to these Terms.

2. Definitions

In these Terms:

  • "Practice" means the medical practice, clinic, or healthcare organisation that has subscribed to the Service.
  • "Authorised User" means any individual granted access to the Service by the Practice, including clinicians, secretaries, administrators, and other staff.
  • "Patient Data" means any information relating to patients that is processed through the Service.
  • "Special Category Data" means personal data revealing racial or ethnic origin, political opinions, religious beliefs, trade union membership, genetic data, biometric data, health data, or data concerning a person's sex life or sexual orientation, as defined under UK GDPR.

3. Service Description

Praxo provides a cloud-based practice management platform designed for private medical practices. The Service includes:

  • Appointment scheduling and management
  • Patient record management
  • Clinician and location management
  • AI-assisted administrative features
  • API access for authorised integrations
  • Audit logging and compliance reporting

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time, with reasonable notice where practicable.

4. Account Registration and Security

4.1 Account Creation

To use the Service, the Practice must register an account and provide accurate, complete, and current information. You must promptly update your account information if it changes.

4.2 Authentication

The Service uses Microsoft Azure Active Directory for user authentication. Users must have valid Microsoft accounts associated with the Practice's domain. You are responsible for maintaining the security of your authentication credentials.

4.3 Account Security

You are responsible for all activities that occur under your account. You must immediately notify us of any unauthorised access or security breach. We implement industry-standard security measures but cannot guarantee absolute security.

5. Data Processing and Protection

5.1 Data Controller and Processor

For Patient Data processed through the Service, the Practice acts as the Data Controller and Praxo acts as the Data Processor under UK GDPR. We process Patient Data only in accordance with your documented instructions.

5.2 Data Processing Agreement

By using the Service to process Patient Data, you enter into a Data Processing Agreement with us. This agreement forms part of these Terms and complies with Article 28 of UK GDPR.

5.3 Special Category Data

The Service may process Special Category Data, including health data. The Practice is responsible for ensuring appropriate legal basis for processing such data and obtaining any necessary patient consent.

5.4 Data Location

All Patient Data is stored and processed within the United Kingdom. We do not transfer Patient Data outside the UK without explicit written consent and appropriate safeguards.

5.5 Sub-processors

We may engage sub-processors to assist in providing the Service. A current list of sub-processors is available upon request. We will notify you of any intended changes to sub-processors, giving you the opportunity to object.

6. AI Features and Automation

6.1 AI-Assisted Operations

The Service includes AI-powered features to assist with administrative tasks. All AI actions that modify Patient Data require explicit human approval before execution.

6.2 Human Oversight

You acknowledge that AI features are tools to assist human decision-making, not to replace it. The Practice remains responsible for all clinical and administrative decisions, regardless of AI recommendations.

6.3 Audit Trail

All actions performed within the Service, whether by humans or AI, are logged with full attribution. This audit trail is maintained for compliance and accountability purposes.

7. Acceptable Use

You agree not to:

  • Use the Service for any unlawful purpose
  • Process data in violation of data protection laws or patient confidentiality obligations
  • Attempt to gain unauthorised access to any part of the Service
  • Interfere with or disrupt the Service or servers connected to it
  • Use the Service to transmit malware, spam, or other harmful content
  • Reverse engineer, decompile, or disassemble any part of the Service
  • Resell or redistribute the Service without our written permission
  • Use the Service in any way that could damage our reputation

8. Intellectual Property

8.1 Our Intellectual Property

The Service, including all software, designs, text, graphics, and other content, is owned by Praxo Ltd or its licensors and is protected by copyright, trademark, and other intellectual property laws.

8.2 Your Data

You retain all rights to your data, including Patient Data. By using the Service, you grant us a limited licence to process your data solely for the purpose of providing the Service.

8.3 Feedback

If you provide feedback or suggestions about the Service, you grant us the right to use such feedback without restriction or compensation.

9. Fees and Payment

9.1 Subscription Fees

The Service is provided on a subscription basis. Current pricing is available on request or through your account dashboard. We may change our fees with at least 30 days' notice.

9.2 Payment Terms

Fees are payable in advance. All fees are exclusive of VAT, which will be added where applicable. Late payments may result in suspension of the Service.

9.3 Refunds

Fees are non-refundable except where required by law or as expressly stated in these Terms.

10. Confidentiality

We will maintain the confidentiality of all information disclosed by you in connection with the Service, including Patient Data and business information. This obligation survives termination of these Terms.

11. Service Availability and Support

11.1 Availability

We aim to provide 99.9% uptime for the Service but do not guarantee uninterrupted access. Scheduled maintenance will be communicated in advance where possible.

11.2 Support

Technical support is available during UK business hours. Emergency support for critical issues affecting patient safety is available 24/7.

12. Warranties and Disclaimers

12.1 Our Warranties

We warrant that:

  • The Service will perform materially in accordance with its documentation
  • We will process Patient Data in compliance with applicable data protection laws
  • We maintain appropriate technical and organisational security measures

12.2 Disclaimers

Except as expressly stated, the Service is provided "as is". We disclaim all other warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose.

The Service is not intended to provide medical advice or replace professional clinical judgement. The Practice remains solely responsible for all clinical decisions.

13. Limitation of Liability

13.1 Exclusions

Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, fraud, or any other liability that cannot be excluded by law.

13.2 Limitations

Subject to Section 13.1:

  • We shall not be liable for any indirect, incidental, special, consequential, or punitive damages
  • Our total liability for any claim arising from or related to these Terms shall not exceed the fees paid by you in the 12 months preceding the claim
  • We shall not be liable for any loss or corruption of data except to the extent caused by our negligence

14. Indemnification

You agree to indemnify and hold us harmless from any claims, damages, losses, and expenses arising from:

  • Your breach of these Terms
  • Your violation of any applicable law or regulation
  • Any claim by a third party (including patients) arising from your use of the Service
  • Your failure to obtain necessary consents for data processing

15. Term and Termination

15.1 Term

These Terms remain in effect until terminated by either party. Subscription terms are as specified in your subscription agreement.

15.2 Termination for Convenience

Either party may terminate these Terms with 30 days' written notice. The Practice may continue to use the Service until the end of the current paid subscription period.

15.3 Termination for Cause

We may terminate or suspend your access immediately if you breach these Terms, fail to pay fees, or if required by law.

15.4 Effect of Termination

Upon termination:

  • Your right to access the Service ceases immediately
  • We will provide a reasonable period (minimum 30 days) to export your data
  • We will delete your data within 90 days of termination, unless retention is required by law
  • Provisions that by their nature should survive termination will remain in effect

16. Data Breach Notification

In the event of a personal data breach affecting Patient Data, we will notify you without undue delay and in any event within 72 hours of becoming aware of the breach. We will provide sufficient information to enable you to meet your own notification obligations.

17. Changes to Terms

We may modify these Terms from time to time. We will notify you of material changes at least 30 days before they take effect. Continued use of the Service after changes take effect constitutes acceptance of the modified Terms.

18. General Provisions

18.1 Governing Law

These Terms are governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

18.2 Entire Agreement

These Terms, together with our Privacy Policy and any Data Processing Agreement, constitute the entire agreement between you and us regarding the Service.

18.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

18.4 No Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

18.5 Assignment

You may not assign your rights under these Terms without our prior written consent. We may assign our rights to any successor to our business.

18.6 Force Majeure

Neither party shall be liable for any failure or delay in performing obligations due to circumstances beyond their reasonable control.

19. Regulatory Compliance

The Practice is responsible for ensuring that its use of the Service complies with all applicable healthcare regulations, including but not limited to:

  • Care Quality Commission (CQC) requirements
  • General Medical Council (GMC) guidance
  • NHS Data Security and Protection Toolkit requirements (if applicable)
  • Professional body requirements for record-keeping

We provide features to support compliance but do not guarantee compliance with any specific regulatory framework.

20. Contact Information

For questions about these Terms, please contact us at:

Praxo Ltd
Email: [email protected]
London, United Kingdom