Introduction
Last updated on 6th September 2024
Following our email communication to all Ardens users sent on the 6th September 2024, we need to update our terms of supply and use to reflect some changes being made to our products and services. These changes will come into effect on the 7th October 2024. You can still access our previous terms at www.ardens.org.uk/terms.
We are a provider of templates and resources (together with related solutions and services) for certain hosted patient record databases used to record interactions with their patients and maintain their medical records, being:
EMIS Web
provided by Egton Medical Information Systems Limited.
SystmOne
provided by The Phoenix Partnership (Leeds) Limited.
as applicable, the “Principal GP IT System”.
In particular, our product and service offerings include:
Products
“Ardens Clinical” a service provided by Ardens to build, deliver and support:
“Ardens EMIS Resources” a collection of Ardens data entry templates, searches/reports, alerts, documents and protocols built on EMIS Web that enable data viewing, entry and reporting of health care data as well as Ardens Manager administration, service and contract management resources, for which the Organisation has purchased licences from Ardens for their Use or which are the subject of a “Trial Licence”.
“Ardens SystmOne Resources” a collection of Ardens data entry templates, searches/reports, alerts, views, documents, protocols and autoconsultations built on SystmOne that enable data viewing, entry and reporting of health care data as well as Ardens Manager administration, service and contract management resources, for which the Organisation has purchased licences from Ardens for their Use or which are the subject of a “Trial Licence”.
“Ardens Manager” - means the Ardens cloud-based software for use as a practice management solution which is hosted through a secure cloud based web service at https://app.ardensmanager.com.
Any “Beta Product” - any cloud service or software application which is provided pursuant to a “Beta Licence”, as detailed in the relevant Confirmation Email.
Services
“Consultancy Services” the consultancy services provided by Ardens as further described in Clause 7.5 of the Commercial Terms and Conditions.
“Support Services” the support services provided by Ardens as further described in Clause 13 of the Commercial Terms and Conditions.
“Product and Service Specification” - the specification of the Product(s) and Service(s) which can be found here and which may be updated by Ardens from time to time.
Each Product and Service is made available through one of the following entities:
Ardens, we, us
Ardens Health Informatics Limited, Company Registration no. 08811975, having its registered address at Springfield Cottage, Long Close West, Downton, England, SP5 3HG
Ardens-Q Limited, Company Registration No. 11730328, having its registered office at Unit 11, Oasis Business Park Stanton Harcourt Road, Eynsham, Witney, England, OX29 4TP
Ardens Workplace Limited, Company Registration no. 12541923, having its registered address at Springfield Cottage, Long Close West, Downton, England, SP5 3HG
An Ardens entity may, from time to time, contract with a Purchaser to make one or more of those offerings available. This will determine the relevant Ardens’ entity for the purposes of these Terms of Supply and Use.
These Terms of Supply and Use apply as follows:
Purchaser
Organisation
User
When we refer to “You”, “Your” in these Terms of Supply and Use, this refers to the Purchaser, Organisation or User, as applicable.
Supply Contract
The contract formed between Ardens and the Purchaser relating to the relevant Product(s) shall constitute the Supply Contract.
We offer our Products subject to the following Licence types:
We reserve the right to update and modify these Terms of Supply and Use from time to time. The most current version of the Terms of Supply and Use can be reviewed by clicking on the "Terms of Supply and Use" hypertext link located at the bottom of our Web pages. When we make updates to the Terms of Supply and Use, we will update the version number at the top of this page.
Interpretation of these Terms of Supply and Use
In these Terms of Supply and Use: (i) person includes a natural person, corporate or unincorporated body; (ii) a reference to the Organisation, the Purchaser or User includes its personal representatives, successors and permitted assigns; (iii) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted and includes any subordinate legislation; (iv) any phrase introduced by the terms including or include shall be illustrative and shall not limit the sense of the preceding words; (v) a reference to writing or written includes emails but excludes faxes; and (vi) the following general terms shall apply to all relevant components of the Terms of Supply and Use:
Force Majeure. Neither party shall be in breach of these Terms of Supply and Use nor liable for delay in performing, or failure to perform, any of its obligations under the Terms of Supply and Use if such delay or failure results from events, circumstances or causes beyond its reasonable control.
Notices. Any notice under these Terms of Supply and Use shall be in writing by one of the following methods (and by the following deemed dates of receipt):
by hand: when delivered (or, if delivered outside Normal Business Hours, at 09:00 on the next Business Day);
by first-class post or recorded delivery: on the second Business Day after posting; and
by email: when received (or, if received outside Normal Business Hours, at 09:00 on the next Business Day).
Assignment and other dealings.
Ardens may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under these Terms of Supply and Use.
You shall not, without the prior written consent of Ardens, assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights or obligations under these Terms of Supply and Use.
Variation. Except as set out in these Terms of Supply and Use, no variation of these Terms of Supply and Use shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
Waiver. A waiver of any right or remedy under these Terms of Supply and Use or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under these Terms of Supply and Use or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms of Supply and Use or by law shall prevent or restrict the further exercise of that or any other right or remedy.
Severance. If any provision or part-provision of these Terms of Supply and Use is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part- provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision shall not affect the validity and enforceability of the rest of these Terms of Supply and Use.
Third party rights. Unless it expressly states otherwise, these Terms of Supply and Use do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms of Supply and Use.
Governing law and jurisdiction. These Terms of Supply and Use and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any such dispute or claim.
