Between the Customer and HMDG Ltd
1.1 This Master Services Agreement ("Agreement") is entered into between:
1.2 By ticking the acceptance checkbox during sign-up or onboarding, the Customer accepts this Agreement. The individual ticking the checkbox warrants that they are authorised to bind the Customer.
1.3 This Agreement is accompanied by the ClinicSignal Data Processing Agreement ("DPA"), which forms part of the contractual relationship between the parties and is accepted at the same time.
"Authorised User" means an individual employed by or engaged by the Customer who is permitted to access ClinicSignal under the Customer's account.
"ClinicSignal" or "Service" means the business intelligence platform operated by HMDG, including the dashboard, email reports, advisor feature, and related functionality.
"Customer Data" means data submitted by, or retrieved on behalf of, the Customer through the Service, including data drawn from the Customer's practice management system.
"Customer Outputs" means dashboards, metrics, insights, recommendations and reports generated by the Service from the Customer's own Customer Data and surfaced to the Customer.
"DPA" means the ClinicSignal Data Processing Agreement.
"Fees" means the fees payable by the Customer for the Service, as set out in the Customer's order, sign-up confirmation, or as otherwise agreed in writing.
"PMS" means the Customer's practice management system (such as Cliniko, Nookal, Jane App, or Power Diary).
3.1 HMDG will make ClinicSignal available to the Customer for the term of this Agreement, in accordance with the description set out at https://clinicsignal.hmdg.co.uk and any documentation provided.
3.2 ClinicSignal is a business intelligence tool. It is not an electronic health record, clinical decision support system, medical device, or patient record system, and is not intended for use in clinical decision-making or patient care. It is not a clinical, regulatory, financial, or legal advisory service. Outputs from ClinicSignal are intended to inform the Customer's business decisions, not to replace professional advice.
3.3 ClinicSignal is not patient-facing. HMDG will not communicate with the Customer's patients via ClinicSignal.
3.4 The advisor feature uses third-party AI language models to generate natural-language responses from structured business intelligence payloads. AI outputs may contain errors, omissions, or misinterpretations and should be reviewed by the Customer before action is taken.
3.5 HMDG will use reasonable endeavours to make the Service available 24 hours a day, 7 days a week, except for planned maintenance and unscheduled downtime due to factors outside HMDG's reasonable control.
3.6 ClinicSignal may be provided as an early-access or evolving service. The Customer acknowledges that connectors, reports, metrics, dashboards and other functionality may change as the Service develops, and that HMDG may add, modify, or remove features from time to time. Material changes that materially reduce functionality will be notified to the Customer in advance.
3.7 HMDG will provide reasonable email-based support during UK business hours. Support does not include remediation of issues caused by the Customer's PMS configuration, third-party systems, or inaccurate source data.
4.1 The Customer must register an account to access the Service. The Customer is responsible for the accuracy of information provided during sign-up.
4.2 The Customer must provide HMDG with valid API credentials for its PMS. The Customer warrants that it has the right to provide these credentials and that doing so does not breach any agreement between the Customer and the PMS provider.
4.3 The Customer is responsible for the security of all account credentials. The Customer must notify HMDG promptly of any unauthorised access.
4.4 HMDG uses magic-link authentication. Authorised Users must keep the email account associated with their ClinicSignal access secure.
5.1 The Customer must:
5.2 The Customer is responsible for the acts and omissions of its Authorised Users.
6.1 At the date of this Agreement, HMDG provides ClinicSignal at no charge to Customers who are also subscribed to HMDG's marketing retainer services. While this arrangement is in force, no Fees are payable for the Service.
6.2 HMDG may introduce Fees for the Service in future. HMDG will give the Customer at least 60 days' written notice of the proposed Fees and the date from which they will apply. If the Customer does not accept the proposed Fees, the Customer may terminate this Agreement before the Fees take effect without penalty.
6.3 If Fees are introduced under clause 6.2:
6.4 The Customer acknowledges that, where the Service is provided at no charge, the limitations and exclusions in clause 12 (Limitation of Liability) reflect the allocation of risk appropriate to a no-fee arrangement.
6.5 The Customer's right to receive the Service at no charge under clause 6.1 ends if the Customer ceases to be subscribed to HMDG's marketing retainer services. In that case, HMDG may either terminate this Agreement on 30 days' written notice or offer the Customer a paid subscription on terms to be agreed.
7.1 As between the parties, HMDG owns all rights, title and interest in ClinicSignal, including the software, platform architecture, models, algorithms, methodology, documentation, templates, and anonymised aggregate benchmarking datasets that are not specific to a single Customer. The Customer's own dashboards, metrics, insights and reports drawn from its Customer Data ("Customer Outputs") are not subject to this ownership claim and may be used by the Customer in accordance with clause 7.5.
7.2 As between the parties, the Customer owns all rights, title, and interest in and to Customer Data.
7.3 The Customer grants HMDG a non-exclusive, royalty-free, worldwide licence to use Customer Data for the purpose of providing the Service, in accordance with the DPA.
7.4 The Customer grants HMDG a non-exclusive, royalty-free, perpetual, irrevocable, worldwide licence to use anonymised and aggregated data derived from Customer Data for the purpose of operating, improving, and benchmarking ClinicSignal, subject to the controls in the DPA.
7.5 Customer Outputs (the Customer's dashboards, metrics, insights, and reports drawn from its Customer Data) may be used by the Customer for its internal business purposes without restriction. The underlying platform, code, models, methodology, templates and benchmarking datasets remain the property of HMDG.
7.6 The Customer may provide HMDG with feedback, suggestions, or ideas about the Service. The Customer grants HMDG a non-exclusive, royalty-free, perpetual, irrevocable, worldwide licence to use such feedback without obligation or compensation.
8.1 HMDG processes personal data on behalf of the Customer in accordance with the DPA, which is incorporated into this Agreement by reference.
8.2 In the event of conflict between this Agreement and the DPA, the DPA prevails on data protection matters.
8.3 The Customer acknowledges that ClinicSignal depends on the availability and integrity of the Customer's PMS and other connected third-party systems. HMDG is not liable for any loss, degradation, interruption, inaccuracy, or absence of Service caused by:
9.1 Each party (the "Receiving Party") shall keep confidential all non-public information of the other party (the "Disclosing Party") that is marked as confidential or that should reasonably be understood to be confidential ("Confidential Information").
9.2 The Receiving Party shall not use Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement.
9.3 Confidential Information does not include information that:
9.4 The Customer's clinic-level metrics and Customer Data are Confidential Information of the Customer. HMDG's platform, methodology, pricing, and roadmap are Confidential Information of HMDG.
10.1 HMDG warrants that:
10.2 The Customer warrants that:
11.1 Except as expressly stated in clause 10, the Service is provided "as is" and "as available". To the extent permitted by law, HMDG disclaims all other warranties, conditions, and representations, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.
11.2 HMDG does not warrant that:
11.3 The Customer acknowledges that ClinicSignal does not provide clinical, regulatory, financial, tax, or legal advice. Outputs are not a substitute for professional advice.
12.1 Nothing in this Agreement limits or excludes liability for:
12.2 Subject to clause 12.1, neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
12.3 Subject to clauses 12.1 and 12.2, each party's aggregate liability arising out of or in connection with this Agreement (including the DPA), whether in contract, tort, breach of statutory duty, or otherwise, shall not exceed the greater of:
12.4 The Customer acknowledges that, having regard to the Service being provided at no charge, the limitations and exclusions in this clause 12 are reasonable.
13.1 The Customer shall indemnify HMDG against all losses, claims, damages, costs, and expenses (including reasonable legal fees) arising from:
13.2 HMDG shall indemnify the Customer against losses, claims, damages, costs, and expenses (including reasonable legal fees) arising from any third-party claim that the Customer's use of the Service in accordance with this Agreement infringes the third party's intellectual property rights, provided that the Customer:
13.3 HMDG's indemnity in clause 13.2 does not apply to claims arising from:
14.1 HMDG may suspend the Customer's access to the Service:
14.2 HMDG will provide reasonable notice of suspension where practicable, except in the case of security risks.
15.1 This Agreement begins on acceptance and continues until terminated.
15.2 Either party may terminate this Agreement for convenience by giving 30 days' written notice.
15.3 Either party may terminate this Agreement with immediate effect by written notice if the other party:
15.4 The Customer may terminate this Agreement under clause 6.2 (introduction of Fees) or clause 18 (changes to the Agreement) without penalty.
16.1 On termination of this Agreement:
16.2 Clauses that by their nature are intended to survive termination shall do so, including clauses 7 (Intellectual Property), 8 (Data), 9 (Confidentiality), 12 (Limitation of Liability), 13 (Indemnities), 16 (Effects of Termination), 19 (General), and 20 (Governing Law).
17.1 Neither party shall be liable for any failure or delay in performance caused by events outside its reasonable control, including acts of God, war, civil unrest, government action, pandemic, fire, flood, internet or telecommunications failures, or failures of third-party providers.
17.2 The party affected shall notify the other party promptly and use reasonable endeavours to resume performance.
17.3 If the force majeure event continues for more than 60 days, either party may terminate this Agreement on written notice.
18.1 HMDG may issue revised versions of this Agreement to reflect changes in law, the Service, or business requirements.
18.2 Material changes will be notified to the Customer at least 30 days before they take effect. The Customer may terminate this Agreement before the changes take effect by giving written notice.
18.3 Non-material changes (corrections, formatting, clarifications) may be made without 30 days' notice but shall be reflected in the version history.
18.4 Continued use of the Service after the effective date of a revised version constitutes acceptance of that version.
19.1 Notices. Notices must be sent in writing to the addresses set out in the Customer's account or, in the case of HMDG, to legal@hmdg.co.uk. Email is acceptable for routine notices.
19.2 Assignment. The Customer may not assign or transfer this Agreement without HMDG's prior written consent. HMDG may assign or transfer this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets.
19.3 Entire agreement. This Agreement, together with the DPA, constitutes the entire agreement between the parties in relation to the Service and supersedes any prior agreement or understanding.
19.4 Variation. No variation of this Agreement is effective unless made in accordance with clause 18.
19.5 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in force.
19.6 No waiver. A failure or delay by either party to enforce any provision of this Agreement is not a waiver of that provision.
19.7 No third-party rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.
19.8 Relationship. Nothing in this Agreement creates a partnership, joint venture, or agency relationship between the parties.
19.9 Acceptance evidence. At the point of acceptance, HMDG shall record the Customer's clinic name, the accepting user's name, role, and email address, the timestamp of acceptance, the IP address from which acceptance was made, and the version of this Agreement and the DPA accepted.
20.1 This Agreement is governed by the laws of England and Wales.
20.2 The courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement.
By ticking the acceptance checkbox during ClinicSignal sign-up, the Customer accepts this Agreement.