• - Your licence to use the software on this website
• - Limitations on use
• - Cookies
• - Data Protection, Security, and Confidentiality

Please click on the links below for more information:

• 1. AGREEMENT
• 2. LICENCE AND PERMITTED USERS
• 3. DISCLAIMERS AND LIMITATIONS ON USE
• 4. CONTRIBUTIONS
• 5. RESTRICTIONS AND INTELLECTUAL PROPERTY RIGHTS
• 6. COOKIES
• 7. DATA PROTECTION
• 8. LIMITATIONS OF LIABILITY
• 9. CONTINUITY
• 10. CONFIDENTIALITY
• 11. TERMINATION AND CONSEQUENCES OF TERMINATION
• 12. THIRD PARTY RIGHTS
• 13. SEVERABILITY
• 14. ENTIRE AGREEMENT
• 15. GOVERNING LAW
• 16. FURTHER INFORMATION

1. 1. AGREEMENT

   1.1	By using the website, accessible via the URL https://products.zircadian.com ("Website") you will have access to software ("the Software") which is produced by Allocate Software whose registered office is at is at 1 Church Road, Richmond-Upon-Thames, Surrey TW9 2QE (Company Number: 2814942) ("Allocate", "us" or "our").
   1.2	The Software comprises various software modules produced by Allocate which may have been licensed to your employing NHS Trust or Health Board or Strategic Health Authority or regional governing body (e.g. Welsh Assembly Government) ("Organisation") and in these terms the expression "Software" shall include all such software modules.
   1.3	By using the Website or by accessing the Software you ("User", "End User" or "you" or "your") agree to these End User Terms. Doctors employed by an NHS Trust are referred to as "Doctor Users". Additional terms will apply to Doctor Users and these are specified throughout these End User Terms.
   1.4	Allocate and your employing Organisation ("Organisation") have in place a master agreement for the grant to you of access to the software and services in clause 2.
   1.5	These End User Terms and any disclaimers and conditions on the Website form the agreement between you and us ("Agreement"). If you do not agree to be legally bound by the Agreement please leave the Website immediately. Your continued access and use of the Website and/or the Software will amount to acceptance.
   1.6	We reserve the right to change the Website and these End User Terms at any time and we will endeavour to give you reasonable notice when changes are made. You should review these End User Terms on a regular basis to ensure that you are aware of any changes made as you will be legally bound by any amended terms if you continue to use the Website and the Software after the changes. If Allocate proposes to make any changes to these End User Terms which materially increase the obligations on the Organisation or End Users, then Allocate will seek the prior approval of the Organisation, such approval not to be unreasonably withheld or delayed.

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2. 2. LICENCE AND PERMITTED USERS

   2.1

   To the extent that your Organisation has purchased the right to use software and services in respect of the Software, and subject to the terms and conditions set out in this Agreement, you are hereby granted a non-transferable, non-exclusive licence to use and access the Software for the purpose of work related administration in connection with your employment at the Organisation as a manager and or doctor (as applicable) until your access is terminated by us pursuant to the master agreement with your employing Organisation.

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3. 3. DISCLAIMERS AND LIMITATIONS ON USE

   3.1	The Software contains copyright material, trade names and marks and other proprietary information of including, but not limited to, text, software, photos and graphics ("Content").
   3.2	Allocate as the Content provider strives to ensure that the Software is an accurate resource. However, the ultimate responsibility for the use of the Content and accurate following of instructions as well as the interpretation of the material as set out in the Software and the Content lies solely with you as the user.
   3.3	You agree not to post, display or upload any material to the Software which: is defamatory of any person; which is obscene, offensive, hateful, inflammatory, or sexually explicit; promotes violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; infringes any copyright, database right or trade mark of any other person; is likely to deceive any person; is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence, promote any illegal activity; is threatening, abusive or invades another’s privacy or cause annoyance, inconvenience or needless anxiety; is likely to harass, upset, embarrass, alarm or annoy any other person; is used to impersonate any person, or to misrepresent identity or affiliation with any person; gives the impression that they emanate from Allocate, if this is not the case or advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
   3.4	We will not be responsible, or liable to you, the Organisation or any other User, for the content or accuracy of any materials which you or any other User post on the Website. For the avoidance of doubt, this only relates to materials posted on the Website and the Software.
   3.5	This clause 3 shall survive termination or expiry of this Agreement.

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4. 4. CONTRIBUTIONS

   4.1

   Allocate expressly does not monitor or review any contributions made by the Users to the Software. If you see any information on the Website which breaches your, or anyone else’s rights, or may be illegal, defamatory or otherwise should be removed, let us know immediately and, where we agree, we shall do our best to remove it as soon as possible. We exclude liability for actions taken in response to breaches of clause 3.3. The responses described in this Agreement are not limited, and we may take any other action we reasonably deem appropriate.

   4.2

   This clause 4 shall survive termination or expiry of this Agreement.

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5. 5. RESTRICTIONS AND INTELLECTUAL PROPERTY RIGHTS

   5.1

   The Software and the Content is protected by copyright law, database rights and other intellectual property rights. Allocate, its licensors, or authorised contributors own the copyright, database right and other intellectual property rights in the Software and the selection, co-ordination, arrangement and enhancement of the Content. You may not without our express written permission: 5.1.1 use the Software other than for the purpose of work related administration in connection with your employment at the Organisation as a manager and or doctor (as applicable); 5.1.2 copy, translate, adapt, vary or modify the Software or the documentation that accompanies it ("Documentation"), or any part thereof, or create derivative works based upon the Software or the Documentation, or any part thereof; 5.1.3 print off any hard copies of the Documentation or extracts from the Software except for the purpose of work related administration in connection with your employment at the Organisation as a manager and or doctor (as applicable) under the terms of this Agreement; 5.1.4 modify or remove any copyright notices or other disclaimers on the Software or the Documentation; 5.1.5 in any way, knowingly provide access to the Software, the Content or the Documentation, or any part thereof, to any person; 5.1.6 rent out, lend, lease, sub-license or in any way transfer the Software or the Documentation, or any part thereof, to any party or permit any party to use the Software or the Documentation, or any part thereof; 5.1.7 reproduce, transmit, display, copy, distribute, commercially exploit or use the Software and/or the Content; 5.1.8 save to the extent permitted by English law, disassemble, decompile, reverse engineer, or in any manner decode the Software for any reason.

   5.2

   In the event of any authorised copying, redistribution or publication of copyright material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that you do not acquire any ownership rights by downloading copyright material.

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6. 6. COOKIES

   6.1	We may collect information about your computer, including where available your IP address, operating system and browser type, for system administration and the functioning of the Website. Each cookie has at least 128 bit RSA encryption. A single signed and encrypted plug-in provided by Microsoft is used to display information on the Website.
   6.2	We do this using a cookie file which is stored on the hard drive of your computer. Cookies contain information that is transferred to your computer's hard drive. They help us to improve our site and to deliver a better and more personalised service. They enable us to do the following: 6.2.1 authenticate users via secure forms of identification; 6.2.2 authenticate users via the database by comparing log in codes; 6.2.3 to estimate our audience size and usage pattern; 6.2.4 to store information about your preferences, and so allow us to customise our site according to your individual interests; 6.2.5 to speed up your searches; and 6.2.6 to recognise you when you return to our Website.
   6.3	You may refuse to accept cookies by activating the setting on your browser which allows you to refuse the setting of cookies. However, if you select this setting you may be unable to access certain parts or all of our Website. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you log on to our Website.

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7. 7. DATA PROTECTION

   7.1	For the purposes of this Agreement, "Personal Data" shall have the same meaning as set out in the Data Protection Act 1998 ("the Act") and, for the avoidance of doubt, shall include, without limitation, your name, title, role, email, address and (only if you are a Doctor User) your Registration number. "Non-Personal Data" shall mean data that does not identify you as an individual (whether directly or indirectly) and/or data that is anonymised.
   7.2	To the extent that Zircadian will have access to Personal Data, your Organisation will be the ‘data controller’ and Zircadian will be the ‘data processor’ as defined in the Act. The Organisation will own the Personal Data.
   7.3	Zircadian undertakes: 7.3.1 at all times to have in place appropriate technical and organisational measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to Personal Data in accordance with the seventh data protection principle set out in the Act. The servers we use are fully patched and secured by software. They are also fireproofed and physically secured. We also have in place failover firewalls, failover switches and IP transit is via a bi-directional fibre ring. Regular backups occur and disaster recovery measures are in place. Thawte certified 128 bit SSL encryption is used on the wire between the User and the server. We employ strict internal data access controls. No employee of Zircadian or the Organisation has access to User or Doctor User passwords, although Users or Doctor Users may be issued with a new password via email in the event that the password is lost; 7.3.2 that, save as permitted under this Agreement, it shall only use Personal Data for a purpose which is authorised and/or instructed by your Organisation, which for the avoidance of doubt includes the provision of the services required pursuant to these End User Terms. Your Personal Data may be viewed by authorised representatives of the Organisation. Personal Data is not accessed or modified without clear instructions from the User or your Organisation, in accordance with the arrangements between the User and the Organisation; and 7.3.3 to retain Personal Data within the EEA unless the appropriate measures specified under the Act are taken.
   7.4	Any Non Personal Data you upload to our Website will be considered non-confidential and non-proprietary, and we reserve the right to use, copy, distribute and disclose such material in an anonymous form (which, for the avoidance of doubt, does not identify you as an individual) for the following purposes: 7.4.1 aggregating and analysing, particularly regarding contracted junior doctors’ rotas, duty and activity rosters, leave patterns and consultants’ job plans, including for the production of benchmarking reports; 7.4.2 linking with current and future applications within the Software; and 7.4.3 onward sale or disclosure to the National Health Service, or affiliated bodies (and for the avoidance of doubt this shall include (without limitation) NHS Employers, NHS Confederation, National Workforce Projects, Skills for Health and Department of Health); but Allocate will not sell such Non Personal Data without the Organisation’s approval (which will not be unreasonably withheld or delayed) to be obtained in accordance with the procedure in the agreement between the Organisation and Allocate. The procedure has been designed to ensure that the anonymity of End Users and the Organisation is preserved.
   7.5	Notwithstanding Clause 7.3.2 or any instruction received from your Organisation, Allocate will not share any Personal Data or Non-Personal Data with any marketers or electronic commerce providers without the express consent of the User or Doctor User.
   7.6	By submitting data and using the Website you hereby consent to your Personal Data and Non Personal Data being processed in accordance with the terms and conditions of this Agreement and in accordance with the Act.

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8. 8. LIMITATIONS OF LIABILITY

   8.1	The following provisions of this clause 8 set out our and Allocate’s entire financial liability (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you in respect of: 8.1.1 any breach of the Agreement; and 8.1.2 any representation, statement or tortious act or omission, including (without limitation) negligence arising under or in connection with this Agreement.
   8.2	Nothing in this Agreement excludes or limits our liability: 8.2.1 for death or personal injury caused by our negligence; or 8.2.2 for any matter which it would be unlawful for us to exclude or attempt to exclude our liability; or 8.2.3 for fraud or fraudulent misrepresentation; or 8.2.4 breach of the obligations implied by section 12 Sale of Goods Act 1979 or section 2 Supply of Goods and Services Act 1982, or any other liability which may not be excluded by law.
   8.3	Subject to clause 8.2: 8.3.1 Allocate’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to the aggregate amount of the fees (excluding value added tax) paid by you or your employing Organisation in connection with the agreement for provision of the Software and associated services in the period of twelve months preceding any such claim being made by you against Allocate; and 8.3.2 Allocate shall not be liable to you for any loss of profit, loss of business or business opportunity or depletion of or damage to goodwill, in each case whether direct, indirect or consequential, or for any claims for indirect or consequential loss or damage whatsoever (and howsoever caused) which arise out of or in connection with the Agreement.
   8.4	Save as expressly set out in the Agreement all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded.
   8.5	This clause 8 shall survive termination or expiry of this Agreement.

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9. 9. CONTINUITY

   9.1	Every effort is made to ensure that access to the Software is uninterrupted and that transmissions will be error-free. However, we cannot, due to the nature of the internet, guarantee that your access will not be suspended from time to time including to allow for repairs, maintenance or the introduction of new Content or facilities.

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10. 10. CONFIDENTIALITY

    10.1	Each of you and Allocate shall not, at any time during the period of the Agreement or at any time thereafter, disclose to any other person, or use for any purpose except as provided by the Agreement, any confidential information which has been disclosed to or obtained by you or Allocate pursuant to the Agreement, provided that Zircadian may disclose confidential information to the Organisation or where expressly permitted to do so pursuant to this Agreement and/or to enable Allocate to perform its obligations to the Organisation in the master agreement between the Organisation and Allocate.
    10.2	You hereby acknowledge that the Software, any other documentation supplied by Allocate to you or the Organisation, the web pages forming the on screen visual representation of the Software and the ‘look and feel’ and method of construction of the Website is valuable confidential information proprietary to Allocate and of significant commercial significance to Allocate’s business and is confidential information within clause 10.1. Without limitation you agree not to allow consultants, software developers or any other third parties access to the Software without Allocate’s express permission. Without limiting its other rights, Zircadian reserves the right to bring a claim for damages against you if you allow access to the Software to any unauthorised user or otherwise breach these confidentiality obligations.
    10.3	Any confidential information to which clause 10.1 applies may be: 10.3.1 disclosed as required by law or by a competent regulatory authority; and/or 10.3.2 disclosed to any other person, to the extent only that the same is at the date of the Agreement or has after that date, not due to your fault, become public knowledge, or can be shown by you, to the reasonable satisfaction of us and/or Allocate, to have been known to you prior to that date.
    10.4	The obligations imposed by this clause 10 shall continue to apply after the Agreement has terminated or expired.
    10.5	Allocate may use feedback from doctors and managers in respect of the Software for training and marketing purposes and making general improvements to the Software, and you hereby to agree to such use, provided that where Allocate uses quotes from named doctors and Organisations it will first seek their consent to such use.

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11. 11. TERMINATION AND CONSEQUENCES OF TERMINATION

    11.1

    Upon the expiry or termination of the master agreement with your employing organisation authorising your access to the Software or breach by you of any provision contained in this Agreement you shall cease to have any further rights to use the Software. Upon such expiry or termination Allocate undertakes to remove all your Personal Data from its servers and any other media on which it is held as soon as reasonably possible.

    11.2

    Allocate reserve the right to terminate this Agreement and the Licence forthwith in the event that any User or Doctor User uses any of our support services or addresses any of our employees, consultants or agents directly or indirectly in a manner which is defamatory of any person; which is obscene, offensive, hateful or inflammatory, is sexually explicit; promotes violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; is likely to deceive any person; is in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence, promotes any illegal activity; is threatening, abusive or invades another’s privacy or cause annoyance, inconvenience or needless anxiety; is likely to harass, upset, embarrass, alarm or annoy any other person; impersonates any person, or misrepresents identity or affiliation with any person.

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12. 12. THIRD PARTY RIGHTS

    12.1	The Agreement is not intended to grant rights to third parties pursuant to The Contracts (Rights of Third Parties) Act 1999.

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13. 13. SEVERABILITY

    13.1	Each provision in of these End User Terms stands independently; they are severable. In the event that any provision herein is found to be invalid, this shall not affect the validity of the remaining provisions.

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14. 14. ENTIRE AGREEMENT

    14.1	The Agreement forms the whole agreement between you and us. You acknowledge that you have not entered into this Agreement in reliance upon any warranty or representation made by us or any other person and you waive any rights to damages/rescission you may have for misrepresentation (other than a fraudulent misrepresentation) that is not contained in this Agreement.
    14.2	Failure by either party to exercise any right or remedy under this Agreement does not constitute a waiver of that right or remedy.
    14.3	Failure by us to enforce a right does not result in waiver of such right. You may not assign or transfer your rights under this Agreement.
    14.4	We reserve the right to bar Users from the Website, the Software and/or specific web pages, on a permanent or temporary basis in the event of a breach of this Agreement or if we suspect there has been a breach of password security or in our reasonable discretion. Any such User shall be notified and must not then attempt to use the Website under any other name or through any other User.

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15. 15. GOVERNING LAW

    15.1

    These End User Terms are governed by English law notwithstanding the jurisdiction where you are based. You irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with these End User Terms and for those purposes irrevocably submit all disputes to the jurisdiction of the English courts. The place of performance shall be England.

    15.2

    We provide no warranty or guarantee that the Website or information available on it complies with laws other than those of England.

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16. 16. FURTHER INFORMATION

    16.1	Further information on these End User Terms or any queries on them can be obtained from the Legal Counsel of Allocate Software on +44 (0) 207 355 5555.

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