Terms and Conditions
- Website: https:openpatho.com
- Email: info@openpatho.com
- Company registered address: Unit 10 Clayfield Mews, Newcomen Road, Tunbridge Wells, Kent
- Company number: 15261361
- Telephone number: 02038220130
1. Standard Terms of Business
These terms of business (“Terms”) together with any documents referred to in these terms set out the terms and conditions upon which Openpatho Ltd (also referred to as Openpatho) supplies services. By requesting any of these services, the Client agrees to be bound by these Terms.
1.1 Definitions
The following Terms are defined below:
"Agreement" means the contract between Openpatho Ltd and the Client for the supply of the Services included in these terms and any documents referred to in them.
"Client" means the company, hospital, NHS Trust, individual clinical histopathologist, locum agency or representative thereof or any other person who makes a request and enters into an agreement with Openpatho Ltd for provision of the services.
“Client personal data” means personal data relating to the client’s patients and users which the Client supplies to Openpatho via its platform in order that Openpatho can deliver its services.
“Data Protection Laws” means any data protection legislation from time to time in force in the UK including the Data Protection Act 2018, UKGDPR or any successor legislation.
“Interpretation of digital images” means the overall histological assessment for the purpose of either making a histopathological diagnosis or determining a specific qualitative or quantitative feature/s either for research purposes or as an aid to histopathological diagnosis. It is the responsibility of the histopathologist and not Openpatho Ltd to ensure the accuracy of his/her report in line with appropriate clinical guideline/s and protocols.
“Manipulation of digital images” includes alteration in general appearance including colour and contrast, size and shape and also includes segmentation, tiling and reconstitution.
“Openpatho website” means Openpatho’s website at www.openpatho.com.
“Patient clinical data” means details of clinical history including present and past presenting complaints, clinical examination findings, diagnosis (presumed or confirmed, results of laboratory or other investigations.
“Patient demographic data” means name, date of birth, gender and contact details and where applicable NHS number. Hospital number and laboratory number are also included.
“Report” means the diagnostic histopathology which has been reviewed by a histopathologist.
“Reporting facilities” means a central digital platform where the histopathologist views digital slides and enters his findings which are further synthesised into a report. The digital platform includes a database which contains lists of Clients and patients’ details including demographic and clinical data which are relevant to the Client and third-party contractors in the performance of his/ her duties, a digital viewer with access to digital slides maintained on an external NHS approved cloud server to which Openpatho Ltd is contracted, a histopathology reporting page with a supporting third-party transcription facility and proprietary AI software/s where applicable. Openpatho Ltd is not responsible for the accuracy of the contents of the histopathology reporting page which includes data transcribed by the Client/s their users and third-party contractors (who are contracted to the Client). For clinical histopathology reports the Client will be responsible for adherence with clinical governance, report accuracy and patient safety in compliance with regulations laid out by the General Medical Council, Royal College of Pathologists and any other relevant professional bodies as may be required.
“Services" means the digital scanning and storage of histology slides stained with standard H and E techniques and/or more specialised techniques including immunohistochemistry and immunofluorescence and also provision of reporting facilities and/or manipulation and interpretation of digital images which may or may not be supported by artificial intelligence via the “Openpatho platform”. Each of these specific services may be contracted for either separately or together as explained in the Agreement. The services are intended for use primarily by healthcare and scientific personnel who are licensed to practise in UK. Those not licensed in the UK may also access to services offered by Openpatho Ltd subject to conditions laid out in sections 4 and 5 below.
"Slides” means glass slides which contain tissue slices processed for histology.
1.2 Application of these terms
The following Terms are defined below:
1.1. A Client wishing to obtain services from Openpatho Ltd must contact Openpatho by email or by telephone. An agreement is made between the Client and Openpatho in respect of the specific services contracted.- 1.2. Any client who enters into an Agreement with Openpatho will be granted access to parts of the Openpatho platform which are relevant to the specific services contracted for subject to conditions laid out below. Any individual acting either independently or on behalf of an organisation who is contracted to the Client will also be granted access to parts of the Openpatho platform relevant to his/her contracted duties and will be subject to conditions laid out in sections 4, 5 and 9 below.
1.3. The Client and Openpatho Ltd acknowledge that Openpatho will be under no obligation to provide services if the material submitted in the form of slides, digital data or hard data are deemed suboptimal for manipulation / interpretation.
1.4. These terms apply to the Agreement to the exclusion of any of other terms that the client seeks to impose or incorporate or which are implied by trade, custom practice or course of dealing.
2. Delivery of services
2.1. Slides. Openpatho Ltd will put arrangements in place for the safe receipt and handling slides as per the Agreement. The Client or its agent, representative or third party contractor will be responsible for transport arrangements of the slides.
2.2. Digital data. Openpatho Ltd will handle digital data which will be held on cloud services with all the required safeguards in regard to cybersecurity and confidentiality in line with current legislation.
2.3. AI. Where Openpatho employs AI for the manipulation and interpretation of digital data there will be full compliance with UK regulatory bodies.
3. Client obligations
3.1. The Client and its contracted personnel are responsible for complying with all applicable laws and any relevant regulations with regard to the handling of slides and digital data either in the form of images or text.
3.2.The Client warrants that its contracted personnel who are given access to and uses the Openpatho platform have the necessary training and qualifications as required by relevant regulatory bodies such as the General Medical Council and the Royal College of Pathologists or other organisation as may be applicable.
3.3. The Client warrants that all necessary permissions and consents are in place to allow for the transmission of data via the Openpatho platform.
3.4. The Client and its contracted organisation will ensure completeness and accuracy of data which are uploaded into Openpatho platform
3.5. The Client will provide reasonable assistance to Openpatho in regard to sections 4 and 5.
4. Data protection
- 4.1. Openpatho Ltd and the Client in the respective performance of their duties in relation to their agreement/s will comply with data protection laws and Openpatho privacy policy (see www.openpatho.com).
4.2. Openpatho and the client acknowledge that for the purposes of general data protection regulation (UK GDPR) the data controller is the client or a third party who is contracted to the client for task/s which require/s the services of Openpatho Ltd. The data processor is Openpatho Ltd. The terms data processor and data controller are used according to definitions provided in the GDPR and UK data protection laws.
4.3. Without prejudice to the generality of clause 4.1 above Openpatho Ltd shall in relation to any personal data.
4.3.1. process the Client’s data only on written instructions from the client as per a signed agreement.
4.3.2. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of client personal data and against accidental loss or destruction of or damage to Client personal data.
4.3.3. ensure that all personnel who have access to and/or process client personal data are obliged to keep the Client Personal Data confidential
4.3.4. not transfer Client personal data outside of the European Economic Area unless European Commission standard contractual clauses are applicable which ensure that personal data remain protected in accordance with applicable data protection laws.
4.3.5. assist the client at the client’s cost in responding to any request from a data subject and in ensuring compliance with its obligations under Data Protection laws with respect to security breach notification impact assessment and consultations with supervisory authorities or regulators.
4.3.6. notify the Client without undue delay on becomimg aware of a Client Personal Data breach.
4.3.7. maintain complete and accurate records and information to demonstrate its compliance with clause 4
4.3.8. shall after completion of its services continue to store any records that which has been used on its platform for any follow-up services for durations which comply with legal obligations.
5. Confidentiality
5.1. Each party including the receiving party and the disclosing party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiative which are of a confidential nature and have been disclosed to the receiving party by the disclosing party, its employees, agents or subcontractors or any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain.
5.2. The receiving party shall only disclose such confidential information to those of its employees agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under this Agreement and shall ensure that such employees, agents and subcontrators comply with the obligations set out in this clause as though they were a party to this Agreement.
- 5.3. The receiving party may disclose information as is required to be disclosed by law, any governmental or regulatory authority by a court or competent jurisdiction.
6. Pricing
6.1. Openpatho Ltd will charge its services in accordance the Terms of agreements with the Client.
6.2. Openpatho will exercise reasonable judgement when agreeing pricing arrangements.
6.3. Openpatho reserves the right to adjust its prices from time to time for specific services contracted.
7. Payment
7.1. Unless agreed otherwise Openpatho Ltd will invoice the client for services at anytime after the services are completed.
7.2. The Cient will pay each invoice submitted by Openpatho Ltd in full within 30 days of the invoice to a bank nominated by Openpatho and included in the Agreement.
7.3. All amounts payable are exclusive f VAT which will be added to the invoice where appropriate and payable bt the client.
8. Insurance
Openpatho Ltd shall maintain in force public liability and employer’s liability insurance providing cover of at least £5m for any one claim. This is separate from professional indemnity insurance held by any Client or their agent and/or their sub-contractor in the performance of their clinical histopathology duties.
9. Liability
9.1. Nothing in this Agreement shall in any way exclude or limit a party’s liability for death or personal injury caused by that party’s negligence or for fraud or fraudulent misrepresentation.
9.2. Subject to clause 9.1
9.2.1. Openpatho Ltd will not be liable to the Client either in contract, tort (including negligence), breach of statutory duty or otherwise for any (1) loss of profits (2) loss of profits (3)loss of business (4)loss of use or corruption of software or data (4) loss of damage to goodwill or (5) any indirect or consequent loss arising under or in connection with this Agreement.
9.2.2. Openpatho’s maximum liability to the client where not covered by respective insurance policies whether in contract, tort (including negligence), shall in no circumstances exceed £10,000.00
9.3 The terms of sections 3 and 5 of the supply of goods and services act 1982 to the fullest extent permitted by law shall not apply to this agreement. With regard to sections of the goods and services act 1982
9.3.1. Section 3, Openpatho does not warrant that all services shall be performed with “ reasonable care and skill” as defined in section 3, provided that the service is carried out in accordance with the specifications agreed between the parties
9.3.2. Section 4, Openpatho shall not be bound to complete the services within any specified time frame unless explicitly stated in writing and no liability shall arise for delays beyond Openpatho’s control.
9.3.3. Section 5, the price of the services as agreed upon in the contract shall be final and no adjustment shall be made based on market conditions or external factors unless mutually agreed upon in writing
10. Termination
10.1. Openpatho may terminate the Agreement with immediate effect by giving written notice to the client if the client fails to pay any overdue invoice within 30 days of receipt of a written reminder or
10.2. The client commits a material breach of any term pf the agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of being notified in writing to do so.
10.3. On termination of the agreement the client will pay immediately to Openpatho all of the outstanding unpaid invoices and interest and in respect of services supplied but for which no invoice has been submitted, Openpatho will submit an invoice which will be payable by the Clint immediately upon receipt.
10.4. Termination or expiry of the agreement will not affect any rights, remedies or obligations or liabilities of the parties that have accrued up to the date of termination or expiry including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
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11. Force majeure
Openpatho will not be liable for any failure or delay in performing its obligations under this Agreement (except for payment obligations) if such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, pandemics, earthquakes, floods, fire, labor strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials ("Force Majeure Event").
12. Subcontracting
Subject to the requirements of the terms in this agreement Openpatho may at any time assign transfer charge subcontract in any manner any or all of its obligations under this agreement to any third party or agent.
13. Entire agreement
This agreement constitutes the entire agreement between the parties. In entering this Agreement the Client acknowledges that it has not relied on any statement promise representation, assurances or warranty made or given by or on behalf of Openpatho Ltd which is not set out in this Agreement.
14. Waiver
No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver of any such right, power, or remedy. Any waiver must be in writing and signed by the party granting the waiver. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default, nor shall any single or partial exercise of any right preclude the further exercise of that right or any other right.
15. No partnership or agency
Northing in this agreement is intended to or shall be deemed to establish any partnership or joint venture between the parties nor constitute either party the agent of the other for any purpose.
16. Third parties
A person who is not a party to this Agreement shall not have any rights to enforce its terms.
17. Variation
No variation of this Agreement including the introduction of any additional items and conditions shall be effective unless it is agreed in writing and signed by each of the parties.
18. Governing law and jurisdiction
This Agreement and any claim or dispute arising out of in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and constituted in accordance with the law of England and Wales and the parties agree to the exclusive jurisdiction of the courts of England and Wales.