Terms & Conditions

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1. Acceptance of Terms

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By accessing or using the services provided by OutSmart Services ("OutSmart," "we," "us," or "our"), you ("Client," "you," or "your") agree to be bound by these Terms and Conditions ("Terms"). These Terms constitute a legal agreement between you and OutSmart. If you do not agree with any part of these Terms, you must not access or use our services.

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2. Description of Services

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OutSmart providesbusiness process outsourcing services, specialising in healthcare administration support. The scope of services will be further defined in a separate Service Agreement or Statement of Work ("SOW") between OutSmart and the Client.

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3. Client Responsibilities

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• Accurate Information: You agree to provide accurate and complete information as required for the provision of services.

• Cooperation: You agree to cooperate with OutSmart in a timely and efficient manner to enable us to perform the services.

• Compliance: You are responsible for ensuring that your use of our services complies with all applicable laws and regulations, including but not limited to data protection laws (e.g., GDPR) and healthcare regulations.

• Access: You will provide OutSmart with necessary access to your systems and information as agreed upon in the SOW.

• Security: You are responsible for maintaining the security of your own systems and data.

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4. OutSmart Responsibilities

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• Provision of Services: OutSmart will provide the services as described in the SOW with reasonable skill and care.

• Confidentiality: OutSmart will maintain the confidentiality of your confidential information in accordance with Section 7.

• Data Protection: OutSmart will comply with applicable data protection laws in the processing of your data.

• Training and Supervision: OutSmart will ensure that its personnel are appropriately trained and supervised to provide the services.

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5. Payment Terms

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• Fees: You agree to pay the fees for the services as set forth in the SOW.

• Invoicing: OutSmart will invoice you as specified in the SOW.

• Payment: You will pay all invoices within the payment terms outlined in the SOW.

• Late Payment: Late payments may be subject to interest at a rate of 5% per month, or the maximum rate permitted by law, whichever is lower.

• Taxes: All fees are exclusive of applicable taxes, which you will be responsible for paying.

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6. Intellectual Property

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• Client Data: All data and information provided by you to OutSmart remain your property.

• OutSmart Materials: All materials, methodologies, and intellectual property developed or provided by OutSmart as part of the services remain the property of OutSmart, unless otherwise agreed in writing.

• License: OutSmart grants the Client a non-exclusive, non-transferable license to use any materials provided as part of the services, solely for the Client's internal business purposes, subject to the terms of the SOW.

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7. Confidentiality

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• Definition: "Confidential Information" means any information disclosed by one party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as "confidential" or that reasonably should be understood to be confidential.

• Obligations: Both parties agree to protect the other party's Confidential Information with the same degree of care as they use to protect their own confidential information, but not less than reasonable care.

• Permitted Disclosure: Confidential Information may be disclosed:

  • To those employees, contractors, and advisors of a party who have a need to know and are bound by confidentiality obligations.

  • As required by law or legal process.

• Exclusions: The obligations of confidentiality do not apply to information that:

  • Is or becomes publicly known through no fault of the receiving party.

  • Was already known to the receiving party at the time of disclosure.

  • Is received from a third party without restriction on disclosure.

  • Is independently developed by the receiving party.

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8. Data Protection and Security

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• Compliance: OutSmart will comply with all applicable data protection laws, including GDPR, in the processing of any personal data on behalf of the Client.

• Data Processing Agreement: If OutSmart processes personal data on behalf of the Client, a separate Data Processing Agreement ("DPA") will be entered into, which will detail the specifics of data processing, security measures, and the responsibilities of each party.

• Security Measures: OutSmart will implement and maintain appropriate technical and organisational security measures to protect Client data against unauthorised access, use, or disclosure.

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9. Term and Termination

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• Term: The term of the services will be as specified in the SOW.

• Termination for Convenience: Either party may terminate the SOW upon [Specify notice period, e.g., 30 days] written notice to the other party.

• Termination for Cause: Either party may terminate the SOW immediately upon written notice if the other party:

  • Materially breaches the SOW and fails to cure such breach within [Specify cure period, e.g., 30 days] of written notice.

  • Becomes insolvent, bankrupt, or enters into liquidation.

• Effects of Termination: Upon termination, OutSmart will cease providing the services, and the Client will pay all outstanding fees for services rendered up to the date of termination.

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10. Warranties and Disclaimers

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• Limited Warranty: OutSmart warrants that it will provide the services with reasonable skill and care.

• Disclaimer: Except as expressly provided in these Terms, OutSmart makes no warranties, express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement.

• No Guarantee of Results: OutSmart does not guarantee specific results or outcomes from the use of its services.

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11. Limitation of Liability

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• Maximum Liability: To the maximum extent permitted by law, OutSmart's total liability to the Client for any claim arising out of or relating to these Terms or the services, whether in contract, tort, or otherwise, will be limited to the total fees paid by the Client to OutSmart under the SOW in the [Specify period, e.g., 12 months] preceding the event giving rise to the claim.

• Exclusion of Consequential Damages: In no event will OutSmart be liable for any indirect, incidental, consequential, special, or punitive damages, including, but not limited to, lost profits, lost revenue, or loss of data, arising out of or relating to these Terms or the services, even if OutSmart has been advised of the possibility of such damages.

• Force Majeure: OutSmart will not be liable for any failure to perform its obligations under these Terms due to any cause beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, fire, floods, strikes, or other labor disputes.

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12. Indemnification

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You agree to indemnify, defend, and hold harmless OutSmart, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your breach of these Terms.

• Your use of the services.

• Your violation of any applicable law or regulation.

• Any claim that your data infringes the intellectual property rights of a third party.

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13. Governing Law and Dispute Resolution

• Governing Law: These Terms will be governed by and construed in accordance with the laws of  England and Wales.

• Dispute Resolution: Any dispute arising out of or relating to these Terms will be resolved through [Specify dispute resolution method, e.g., "negotiation, mediation, and, if necessary, binding arbitration in accordance with the rules of the exclusive jurisdiction of the courts of  England and Wales.

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14. Entire Agreement

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These Terms, together with the SOW and any other documents incorporated by reference, constitute the entire agreement between the parties and supersede all prior or contemporaneous communications and proposals, whether oral or written, relating to the subject matter herein.

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15. Amendments

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OutSmart may amend these Terms from time to time. Any changes will be effective upon posting the revised Terms on our website. Your continued use of the services after the posting of revised Terms constitutes your acceptance of the changes.

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16. Waiver

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No waiver by OutSmart of any provision of these Terms will be effective unless in writing.

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17. Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

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18. Assignment

You may not assign or transfer your rights or obligations under these Terms without the prior written consent of OutSmart.

OutSmart may assign its rights and obligations under these Terms.

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19. Notices

All notices to OutSmart must be in writing and sent to the contact address specified on our website. Notices to you may be sent to the email address you provided to us.

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20. Contact Information

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If you have any questions about these Terms, please contact us at:

hello@outsmartservices.co.uk