Terms

Introduction

Welcome to the Terms of Use (“Terms”) for Vision Beta IT Solutions Limited (“Vital Clinic System,” “We,” “Us,” or “Our”).

Vital Clinic System operates the medical practice management software for healthcare providers, as well as the appointment platform “Vital Booking,” which is an integral part of our offerings. These Terms govern your use of both Vital Apps and Vital Booking, along with the products, applications, websites, features, and services we provide (“Services”). By using our Services, you acknowledge your acceptance of these Terms and agree to comply with them as outlined below.

User Subscription

Vital Clinic System grants you and your authorized employees, agents, and independent contractors (“Authorized Users”) a non-exclusive and non-transferable right, without the ability to grant sub-licenses, to use our Services during the Subscription Term solely for your internal business operations. This right is granted exclusively to you and does not extend to any subsidiaries, holding companies, or third parties. You are solely responsible for managing access for Authorized Users.

You and your Authorized Users must not access, store, distribute, or transmit any viruses or materials that:

• Are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive;
• Facilitate illegal activity;
• Depict sexually explicit content;
• Promote unlawful violence;
• Are discriminatory based on race, gender, color, religious belief, sexual orientation, or disability;
• Are otherwise illegal or cause damage or injury to any person or property.

We reserve the right to disable your access to the Services or any materials that violate this provision.

To access the Services, you must be a registered user. You are required to provide accurate, up-to-date, and complete information during registration. You are solely responsible for maintaining the security of your password and are liable for any activities that occur under your username. Furthermore, you shall:

• Implement and maintain adequate security measures to protect the internet platform and software provided by us (“Software”), including any updates or derivative works, and use all reasonable efforts to prevent unauthorized access or use of the Services and/or Software. In the event of unauthorized access or use, you must promptly notify us.
• Immediately inform us if you become aware of any loss, theft, or unauthorized use of your passwords and/or usernames related to the Software.
• Retain the Software and all copies under your effective control.
• Maintain a complete and accurate record of Authorized Users and your copying and disclosure of the Software, and provide such records to us upon request.

You shall not:

• Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute any part of the Software in any form or by any means; or attempt to decompile, reverse compile, disassemble, reverse engineer, or otherwise reduce the Software to a human-perceivable form.
• Access any part of the Software to build a competing product or service.
• Use the Software to provide services to third parties other than your patients.
• License, sell, rent, lease, transfer, assign, distribute, display, disclose, or commercially exploit the Software, or make it available to anyone other than Authorized Users.
• Attempt to obtain, or assist third parties in obtaining, access to the Software.
• Introduce or permit the introduction of any viruses or vulnerabilities into our network or information systems.

Customer Data

You acknowledge and agree that if Vital Clinic System processes any personal data on your behalf in the provision of the Services, you shall be considered the data user/controller, and we shall act as the data processor in accordance with the Personal Data (Privacy) Ordinance (PDPO).

You shall retain all rights, titles, and interests in the data inputted by you, your Authorized Users, or us on your behalf for the purpose of utilizing the Services or facilitating your use thereof (“Customer Data”), excluding any personal data. You will bear sole responsibility for the legality, reliability, integrity, accuracy, and quality of all such Customer Data. Vital Clinic System shall own any aggregate or non-aggregate data derived from the Customer Data and any personal data collected by you.

In the event that you are currently using an existing medical practice management solution or any similar system, Vital Clinic System may, at its sole discretion, assist you with the migration and transfer of all relevant data to our Software (“Data Migration”).

In the case of any loss or damage to Customer Data, your sole and exclusive remedy against Vital Clinic System shall be for us to make reasonable efforts to restore the lost or damaged Customer Data from the most recent backup maintained by us or a third party engaged by Vital Clinic System. We shall not be liable for any loss, destruction, alteration, or disclosure of Customer Data caused by any third party.

Privacy

You acknowledge that you have reviewed the privacy policy of Vital Clinic System (“Privacy Policy”), which can be found at https://www.vitalclinicsystem.com/privacy-policy/. You agree that Vital Clinic System maintains all Customer Data in accordance with its security protocols, accessible at the same link. As long as we retain the Customer Data in compliance with these protocols, we shall not be liable for any data breaches. You further acknowledge that we, along with our representatives and/or agents, may amend, modify, or update the Privacy Policy at our discretion, and you will be bound by these changes. Additionally, you agree to share the Privacy Policy with your patients.

You will ensure that you have obtained all necessary consents and provided appropriate notices to facilitate the lawful transfer of any personal data to Vital Clinic System for the duration and purposes of utilizing the Services, allowing us to process and transfer personal data on your behalf legally. You will implement adequate technical and organizational measures to protect against unauthorized or unlawful processing of personal data, as well as against accidental loss, destruction, or damage to personal data, appropriate to the risks involved.

You acknowledge and accept all risks associated with collecting, processing, and using sensitive personal data from your patients, including the potential for inadvertent disclosure or unauthorized access. You agree to use the Software in compliance with all applicable laws, regulations, and guidelines.

Intellectual Property

You acknowledge and agree that the Software and all associated Intellectual Property Rights are and shall remain the exclusive property of Vital Clinic System. You are required to notify us immediately if you become aware of any unauthorized use of the Software or any part thereof, as well as any infringement of our Intellectual Property Rights by any individual or entity.

You shall not, at any time during or after the termination of our Services, contest or dispute Vital Clinic System’s ownership of these rights. Upon request, you agree to execute any applications, assignments, or other documents deemed necessary by Vital Clinic System to enforce this provision.

No Warranties or Representations

Our Services are provided to you and Authorized Users on an “as is” basis. To the fullest extent permitted by law, Vital Clinic System expressly disclaims all warranties and representations of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

Vital Clinic System does not guarantee that the operation of our Services will be uninterrupted, secure, or error-free, nor that our software, website, apps, and other technologies will be free from viruses, worms, or other anomalies. We are not liable for any delays, delivery failures, or other losses or damages arising from the transfer of data over communication networks and facilities, including the internet. You acknowledge that the Services may be subject to limitations, delays, and other issues inherent in the use of such communication facilities.

Limitation of Liability

Your use of the Services is at your own risk. You assume full responsibility for the results obtained from using the Services and for any conclusions drawn from such use. Vital Clinic System shall not be liable for any damages arising from errors or omissions in information, instructions, or scripts provided by you or your Authorized Users in connection with the Software, or for any actions taken by us at your or Authorized Users’ direction, including during Data Migration.

In the event of any loss or damage to your data, your sole and exclusive remedy will be for Vital Clinic System to make reasonable commercial efforts to restore the lost or damaged data from the most recent backup maintained by us.

Vital Clinic System shall not be liable for any losses arising in tort (including negligence or breach of statutory duty), contract, misrepresentation, restitution, or otherwise. This includes, but is not limited to, loss of profits, loss of business, depletion of goodwill, loss or corruption of data or information, pure economic loss, or any special, indirect, or consequential losses, costs, damages, charges, or expenses incurred during your use of the Services.

Indemnity

You agree to defend, indemnify, and hold harmless Vital Clinic System from any claims, actions, proceedings, losses, damages, expenses, and costs (including, but not limited to, court costs and reasonable legal fees) arising from or related to your use or the Authorized Users’ use of the Software or the Data Migration.

In no event shall Vital Clinic System, its directors, employees, agents, or subcontractors be liable to you if the alleged infringement is based on:

• Modifications to the Services made by anyone other than us;
• Your use or the Authorized Users’ use of the Services in a manner that contradicts the instructions provided by us;
• Your use or the Authorized Users’ use of the Services after receiving notice of the alleged or actual infringement from us or any relevant authority; or
• The Data Migration.

Termination and Suspension

We reserve the right to terminate or suspend your access to any or all of the Services at any time and without prior notice, for any reason or no reason, including but not limited to the following:

• If you or an Authorized User uses the Software in violation of any laws, rules, or regulations;
• If you or an Authorized User commits a serious breach of any provisions in these Terms;
• If there are repeated instances of posting or uploading materials that infringe or are alleged to infringe the intellectual property rights of others;
• If you fail to make subscription payments to Vital Clinic System;
• If Vital Clinic System, in its sole discretion, deems it necessary to suspend your access to maintain the integrity and proper functioning of the Services;
• If you become the subject of a bankruptcy petition or any other proceeding related to insolvency, liquidation, or assignment for the benefit of creditors;
• If you are under investigation or subject to disciplinary proceedings by a regulatory authority.

You acknowledge that if you terminate your use of our Services for any reason not attributable to Vital Clinic System, all payments made to us shall be non-refundable.

General

Assignment

You may not transfer any of your rights or obligations under these Terms without our prior written consent. We reserve the right to transfer our rights and obligations, or both, to any individual or entity, including any of our affiliates, without your consent.

Force Majeure

Vital Clinic System shall not be liable to you or the Authorized Users for any failure or delay in performing our obligations, or for carrying on our business, due to acts, events, omissions, or accidents beyond our reasonable control. This includes, but is not limited to, strikes, lockouts, or other industrial disputes (whether involving our workforce or any other party), utility service failures, transportation or telecommunications disruptions, acts of God, war, riots, civil commotion, malicious damage, compliance with any law or governmental order, accident, machinery breakdown, fire, flood, storm, or defaults by us or our subcontractors.

Severability

If any provision or part of a provision of these Terms is found to be invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to render it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part shall be deemed deleted. The modification or deletion of any provision will not affect the validity or 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 of these Terms shall not constitute a waiver of that right or breach. Any waiver by us of our rights or of a breach of these Terms must be in writing and is limited to the specific right or breach stated therein.

Change of Terms

We may amend these Terms from time to time to reflect changes in our Services or the needs of our users. Each time you wish to use our Services, please review these Terms to ensure you understand the applicable conditions. We will provide reasonable notice of any significant changes. By continuing to access or use our Services after revisions become effective, you agree to be bound by the updated Terms.

Governing Laws

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

Language

In the event that these Terms are translated into another language, the English version shall prevail.

Questions

If you have any questions regarding these Terms, please contact us at info@vitalclinicsystem.com