Terms of Use

Introduction

Welcome to Apricot Medical Technology Limited’s (“Apricot”, “We” or “Us” or “Our”) Terms of Use (“Terms”).

Apricot operates the medical practice management software application VITA for healthcare providers (“VITA”) as well as the mobile application E+BOOK, which is an integral part of VITA (“E+BOOK”). These Terms govern your use of VITA and E+BOOK and the products, apps, websites, features and services provided by us (“Services”). By using our Services, you signify your acceptance of these Terms as stipulated below and that you agree to comply with them.


User Subscription

Apricot grants you and those employees, agents and independent contractors who are authorised by you to use our Services (“Authorised Users”) a non-exclusive and non-transferable right, without the right to grant sub-licences, to use the Services during the Subscription Term solely for your internal business operations. The rights are granted to you only and shall not be considered granted to any of your subsidiaries or holding companies or any other third parties. You shall be solely responsible for managing Authorised Users access.

You shall, and shall also procure the Authorised Users, not to access, store, distribute or transmit any Viruses, or any material during the course of its use of our Services that:
are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
facilitate illegal activity;
depict sexually explicit images;
promote unlawful violence;
are discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
are otherwise illegal or causes damage or injury to any person or property;

and We reserve the right to disable your access to the Services or any material that breaches the provisions of this Clause.

You must be a registered user to access the Services. You must provide accurate, up-to-date and complete information when you register. You are solely responsible for keeping your password secure. You will be solely responsible and liable for any activity that occurs under your user name. Furthermore, you shall:
effect and maintain adequate security measures to safeguard the internet platform and software We provided to you (including any updates relating thereto that may be provided hereunder or thereunder by Us and any derivative works of the foregoing, as part of the Services) (“Software”) and use all endeavours to prevent any unauthorised access to, or use of, the Services and/or Software and, in the event of any such unauthorised access or use, promptly notify Us.
immediately notify Us if it becomes aware of any loss or theft or unauthorised use of any of your passwords and/or usernames with regards to the Software;
retain the Software and all copies thereof under your effective control;
maintain a full and accurate record of the Authorised Users and your copying and disclosure of the Software and shall produce such record Us on request from time to time.

You shall not:
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
access all or any part of the Software in order to build a product or service which competes with the Software/Services; or
use the Software to provide services to third parties other than your patients; or
license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software available to any third party except the Authorised Users, or
attempt to obtain, or assist third parties in obtaining, access to the Software; or
introduce or permit the introduction of, any Virus or Vulnerability into Our network or information system.


Customer Data

You agree that if Apricot processes any personal data on your behalf when providing the Services, you are the data user/controller and We are the data processor for the purposes of the PDPO.

You shall own all rights, titles and interests in and to all of the data inputted by you, Authorised Users or Us on your behalf for the purpose of using the Services or facilitating your use of the Services (“Customer Data”) that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data. Apricot shall own any aggregate and non-aggregate data derived from the Customer Data and personal data collected by you. 

In the event that you are already using an existing medical practice management solution/system or any other solution/system of a similiar nature, Apricot may, in its sole discretion, assist you with migrating and transferring all relevant data to the Software (“Data Migration”).

In the event of any loss or damage to Customer Data, your sole and exclusive remedy against Apricot shall be for Us to use reasonable endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Us or a third party as engaged by Apricot. We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.



Privacy

You acknowledge the privacy policy of Apricot (“Privacy Policy”) located at this link http://www.apricot.hk/privacy-policy/. You agree and acknowledge that Apricot maintains all Customer Data that it collects in accordance with its security protocols which can be accessed at http://www.apricot.hk/privacy-policy/ and for as long as We maintain the Customer Data that it has collected in accordance with its security protocol, We shall not be liable for any data breach. You further acknowledge and agree that We as well as Our representatives and/or agents may from time to time amend, modify or otherwise update the Privacy Policy at Apricot’s discretion and you shall be bound by the Privacy Policy as amended, modified or otherwise updated. Furthermore, you agree and acknowledge to share the Privacy Policy as with your patients.

You will ensure that you have all necessary appropriate consents and notices in place to enable the lawful transfer of any personal data to Apricot for the duration and purposes of using the Services so that We may lawfully process and transfer personal data on your behalf. You will ensure that you have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage.

You acknowledge and agree that you assume all risks arising from collecting, processing and using sensitive personal data from your patients including but not limited to the risk of any inadvertent disclosure or unauthorised access thereto. You ensure that you will use the Software in compliance with all applicable laws, rules, regulations and guidelines.



No Warranties or Representations

Our Services are provided to you and Authorised Users on an "as is" basis. To the fullest extent permitted by law, Apricot expressly disclaim all warranties or representations of any kind, express or implied, including without limitation any warranty of merchantability, fitness for a particular purpose, non-infringement

Apricot does not warrant that the operation of our Services will be uninterrupted, secure or error-free or that our software, website, apps and other technologies will be free from any viruses, worms or any other anomalies. Apricot is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.



Purpose 1: The administration of Our products and Services, including to enable Us to perform Our obligations to you and to provide any relevant Services as discussed with you prior to any subscription of a product or Service.

Legal Basis for Processing 1: For the performance of Our Services or in order to take steps prior to entering into a contract with you.

Purpose 2.1: Provision of Services — like to reply to a question, or tell you that something’s changing.

Purpose 2.2: Keeping your information on record and carrying out other internal business administration.

Legal Basis for Processing 2: For the performance of Our Services and Our legitimate interests in maintaining and developing Our relationship with you.

Purpose 3: Complying with any regulatory or other legal requirements.

Legal Basis for Processing 3: Compliance with Our legal obligations.

Purpose 4.1: Design and provide you with related products and services.

Purpose 4.2: Conduct research and statistical analysis (including use of new technologies).

Purpose 4.3: For any other incidental or associated purposes relating to the above.

Legal Basis for Processing 4:
Our legitimate interests in designing and improving Our products and Services, provide value added services, developing Our business and gaining insight into how Our products are used.

Limitation of Liability

Use of the Services is at your sole risk. You assume sole responsibility for results obtained from the use of the Services and for conclusions drawn from the use of the Services. Apricot shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Us by you or the Authorised Users in connection with the Software, or any actions taken by Us at your or Authorised Users’ direction, or the Data Migration.

If there is any loss or damage to your data, your sole and exclusive remedy will be for Apricot to use reasonable commercial endeavours to restore the lost or damaged data from the latest back-up of such data maintained by Us.

Apricot shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill, and /or similar losses or loss or corruption of data or information, or pure economic loss, or a for any special, indirect or consequential loss, costs, damages, charges or expenses however arising during your use of the Services.



Indemnity

You shall defend, indemnify and hold harmless Apricot against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use or the Authorised Users’ use of the Software or the Data Migration.

In no event shall Apricot, its directors, employees, agents and sub-contractors be liable to you to the extent that the alleged infringement is based on:

a modification of the Services by anyone other than Us; or
your use or Authorised Users’ use of the Services in a manner contrary to the instructions given to you by Us, or 
your use or Authorised Users’ use of the Services after notice of the alleged or actual infringement from Us or any appropriate authority; or
the Data Migration.


Intellectual Property

You acknowledge and agree that the Software and the Intellectual Property Rights of whatever nature in the Software are and shall remain the property of Apricot. You shall notify Us immediately if you become aware of any unauthorised use of the whole or any part of the Software and/or Intellectual Property Rights by any person. You shall not during or at any time after the termination of our Services in any way question or dispute the ownership by Apricot of any such rights. Whenever requested to do so by Apricot, you shall execute any and all applications, assignments or other instruments which we deem necessary to give effect to this Clause. 



Termination and Suspension

We may, without notice, terminate or suspend your access to any or all of the Services at any time for any or no reason, including, but not limited to, if:

usage of the Software by you or the Authorised User is in violation of any laws, rules and/or regulations;
you or the Authorised User commit any serious breach of any clauses in these Terms;
repeated instances of posting or uploading materials that infringe or is alleged to infringe intellectual property rights belonging to others; 
you fail to make subscription payment to Apricot; 
Apricot, in its absolute discretion, considers it appropriate to suspend usage of the Services by you in order to preserve the integrity and/or proper functioning of the Services;
you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors;
you become subject of an investigation, disciplinary proceeding or any other proceeding by a regulatory authority. 

You acknowledge that in the event that you terminate the use of our Services through no fault on the part of Apricot, all payments paid by you to Apricot shall be non-refundable.



General

Assignment 

You may not transfer any of your rights or obligations under these Terms without our written consent. We may transfer our rights or obligations or both to any person or entity, including any of our affiliates, without your consent.


Force majeure

Apricot shall have no liability to you or the Authorised Users if it is prevented from or delayed in performing its obligation, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Apricot or any other party), failure of a utility service, or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law, or governmental order, rule, regulation or direction, accident, breakdown of machinery, fire, flood, storm or default of Apricot or sub-contractors. 


Severability

 If any provision or part-provision of these Terms 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 under this Clause shall not affect the validity and enforceability of the remaining provisions of these Terms. 


Waiver

A failure or delay by us to exercise any right or to act upon a breach in relation to these Terms will not be a waiver of that right or breach. Any waiver by us of any of our rights or of a breach of these Terms must be in writing, and such waiver is limited to that particular right or breach stated therein.


Change of Terms

We amend these Terms from time to time in order to reflect any changes to our Services or our user’s needs. Every time you wish to use our Services, please check these Terms to ensure you understand the Terms that apply at that time and we will give you reasonable notice of any major changes. By continuing to access or use our Services after those revisions become effective, you agree to be bound by the revised Terms.


Governing Laws

These Terms shall be governed by and construed in accordance with the laws of Hong Kong. You acknowledge and agree to submit any dispute in connection with these Terms to the exclusive jurisdiction of the Hong Kong courts.


Language

If these Terms are translated into any other language, the English language version shall prevail.



Questions

If you have any questions about these Terms, please contact us at cs@apricot.hk.