Terms and Conditions | Childhealthy Pages

Childhealthy Pages

Terms and conditions for paediatric service providers

These terms and conditions
- You are reading a legal document which is the terms and conditions (which we refer to as these Terms or this agreement) between you, a Paediatric Service Provider (defined below) (whom we refer to as you or your in this document), and Childhealthy Pages Ltd, a company registered in England and Wales with company number 14680160, whose registered office is at 7 Lindum Terrace, Lincoln, Lincolnshire, England, LN2 5RP (and we refer to ourselves as Childhealthy, we, us or our in this document). VAT number 440 0725 35.
- If you have any general comments, queries or suggestions about our Services, the Directory or the Website, you can write to us at this address or email us at info@childhealthypages.com. For technical support or website issues please email support@childhealthypages.com.
- By clicking “accept” or “agree” to this agreement, or by completing your registration in accordance with Clause 2, you acknowledge that you have read, understand, and agree to be bound by this agreement.
- We have developed an online directory of paediatric services which allows Users to search for specialist paediatric service providers using various search filters. By entering this agreement you are agreeing to be listed on the directory, subject to these Terms.
- In accordance with Clause 4, Your Paediatric Services displayed on the Directory are made available by you, and not by Us. Any terms on which Your Paediatric Services are made available to Users are to be agreed between you and the User directly when they contract with you.
- Please read these Terms carefully. By completing your registration to be listed on the Directory in accordance with Clause 2, you are agreeing that these Terms will govern your use of the Directory and your overall relationship with Childhealthy. The terms which apply to the general free use of the Website by Users are available here and on the Website.
- These Terms were most recently updated in July 2023.
- We shall keep a copy of these Terms, but you are advised to save and keep a copy of these Terms and each amended version for your own records and future reference.
- Other than as set out in this Clause 1, terms are as defined in Clause 34.
Registration
- You need to register to be listed on the Directory and to be able to access the functionality that we make available to Paediatric Service Providers.
- We reserve the right to decline a new registration for any reason.
- To register for the Directory, you agree to supply us with your name, address, website, email address, telephone number (or other contact information we reasonably request), username (which you may need to replace if your desired one is unavailable), password, credential evidence that we may request, details of the products and services you offer, and you must provide to us at the same time with all information and documentation that meets the Paediatric Services Requirements. You may also be given the opportunity to register other information. To understand how we use that information, please see [link to privacy policy].
- You must not choose a password that can be readily guessed. You must keep your password strictly confidential and secure and immediately change your password using the functionality on the Website and notify us if you suspect that any unauthorised third party becomes aware of that password or if you become aware of any unauthorised use of your email address or password or there is any breach of security known to or suspected by you. You agree that any person to whom your username or password is disclosed is authorised to act as your agent for the purposes of using (and/or transacting via) the Directory and Website. You are entirely responsible if you do not maintain the confidentiality of your password. You are also entirely responsible for bringing these Terms to the attention of all persons who may access the Directory or Website through your password or your internet connection. You agree to regularly change your password and in any event when we require.
- Your listing on the Directory will start once we have notified you by email that we have accepted and completed your registration and that your listing is live. Until that point, the Directory functionality will not have started and completion of your registration and profile information will be in preparation for commencement of your listing on the Directory.
Your Paediatric Services
- You shall promptly provide Childhealthy with all information, documentation and assistance necessary for Your Paediatric Services to be listed on the Directory. This includes, if requested, you providing the parameters of the types, prices and location of Your Paediatric Services.
- We may provide you with the ability to upload information about Your Paediatric Services directly, including Your Terms of Service, to your listing on the Directory, or we may require you to provide such information to us in another form. Subject to your compliance with the obligations on you under this agreement, we shall use our reasonable endeavours to make such information available on the Directory within seven days of our receipt of it.
- You shall comply in all respects at all times with the Paediatric Services Requirements.
- Without prejudice to any other right that may be available to Childhealthy in these Terms, if you do not comply with or no longer comply with any requirement set out in the Paediatric Services Requirements, we may suspend your listing in the Directory immediately by notifying you and we shall notify you of the reasons at the same time in accordance with Clause 22.
- Where you have complied with Clauses 1 and 3.3, Childhealthy shall use its reasonable endeavours to provide a facility on the Website that will present your information, contact details, and information about your services or credentials, including a link to your website, on the Directory.
- You shall provide all necessary information, assistance and co-operation to enable us to include your listing on the Directory and to update it from time to time.
- Except where we permit Your Paediatric Services displayed on the Directory to be updated live by you, you shall otherwise give Childhealthy at least seven days’ notice if you wish us to remove or edit any of the listing information relating to Your Paediatric Services displayed in the Directory.
- We shall make available to you, in a downloadable format, any information or documentation provided in accordance with Clause 2 or any other data about Your Paediatric Services including personal data and other data, or both, which you or Users provide in connection with your access to the Directory or Website.
Providing Services to Users
- Notwithstanding Childhealthy having taken any action with the User, including registering the User to enable them to use the Directory or Website, or any other actions carried out by Childhealthy in relation to the User, Childhealthy will not be representing any User.
- We will not be party to any Paediatric Services, or other arrangements, meetings or communications made between you and any User. All such Paediatric Services, or other arrangements, meetings or communications are subject to Your Terms of Service and any other terms and conditions agreed between you and that User. You agree that any Booking with the User is subject to Your Terms of Service and any other specific terms or conditions or payment terms relevant to your business, which is something you must agree with them in advance, and in relation to which we are not a party.
- If you are making products or services available on behalf of a third party, then that relevant third party may have its own applicable terms and conditions relating to its own products and services, and you agree to abide by and require the User to abide by those terms and conditions if applicable. We are not a party to any relationship with such third party.
- You will be deemed to have entered into a binding legal Booking with the User, once you and the User have agreed to do so directly. That is a matter entirely for the relevant User and you, not us. The Directory and Website is made available solely to provide an online directory for Users to obtain information about your services. You agree that Childhealthy is not a party to any arrangement you may have with Users. As such, you are responsible for providing the User with Your Terms of Service and complying with all laws, medical registration requirements and any other compliance and regulatory obligations to which you are subject, including that you will provide a high standard of service at all times. Childhealthy shall be in no way responsible for cancellations or any other aspect of the Your Paediatric Services.
- We may provide a facility on the Directory and Website for you to communicate with Users, but we shall not be responsible if Users do not respect the privacy or confidentiality or security of your information, or if you reveal any further information about yourself or other people. You should do everything that you need to do to satisfy yourself and other people (on whose behalf you may be acting) of the validity and safety in dealing with those Users and of their identities, and you should do everything you need to in order to protect and satisfy yourself before entering into any Booking, arrangement, meeting or communication with them. You may want to do this through a facility available through the Website or through other means.
- Specifically, without prejudice to the generality of any of the other provisions in these Terms:
  - we are not responsible for the accuracy, quality, safety or legality of any User’s acts, omissions or premises;
  - we are not responsible for Users to co-operate with you;
  - any Booking, arrangement, meeting or communication of you (or anyone on whose behalf you are acting) with any User (or anyone on whose behalf that User is acting) as a result of use of the Directory or Website is entirely at your own risk;
  - we shall in no circumstances have any liability whatsoever in respect of any Booking, arrangement, meeting or communication or any User’s failure to comply with such Booking, arrangement, meeting or communication;
  - we shall in no circumstances have any liability for any act or omission of any third party (including any User); and
  - we will not be responsible for any liability, loss, damage, injury, cost, expense, fine, demand, claim or proceeding incurred by any person (including for death, personal injury, damage to property or pure financial loss) arising out of or in relation to any such Booking, arrangement, meeting or communication (including failure to provide or delay in providing or receiving any services or products, or errors in any information provided to us or to you by that other person).

This is subject to us not excluding liability in accordance with Clause 19.1 (to the extent that we have any such liability).

You acknowledge that any tips and suggestions that we may provide through the Website or Directory are for convenience only, and any such tips are not exhaustive and may not apply in certain circumstances. Irrespective of any tips or suggestions we may provide through the Directory or Website, it is entirely your responsibility to take your own precautions and carry out your own prior investigations including when dealing with Users.
You agree that the sole responsibility for the information relating to a User shall rest with that User and that ultimately if you enter into a Booking, arrangement, meeting or communication with that person, the responsibility for doing so is yours alone.
You agree to comply fully with any Booking or arrangement you make with any User, including being available and providing Your Paediatric Services at the times and to the levels promised by you.
You shall provide Your Paediatric Services to a very high standard at all times and so as to enhance the reputation of the quality of the Directory. You shall not give any User any cause to write a negative review about you or Your Paediatric Services, whether due to the quality or timeliness of Your Paediatric Services or otherwise.
You agree to have and maintain at all times (including if you are a clinic or organisation that any staff, agents, contractors, personnel and practitioners working with you shall have and maintain) all relevant certifications, qualifications, licences, authorisations and registrations applicable to you or those individuals, as may imposed by relevant regulatory bodies or other authorities including the General Medical Council, or arising under applicable laws, regulations, byelaws or codes of practice.
You agree to fully comply with the UK Government’s advice, guidance and legal requirements, applicable to you, regarding Covid-19, including for example social distancing measures, hygiene practices and travel restrictions that may be publicised by the UK Government from time to time.
Childhealthy makes no warranty as to how many Users use the Directory, are available to enter into Bookings or who do enter into Bookings with you.

Commencement and Duration
- This agreement shall commence on the Commencement Date and shall apply during your listing on the Directory and until this agreement is terminated.
- Subject to either party having the right to terminate or suspend this agreement at any time in accordance with Clauses 6, 21 or 22, and subject to your successful registration you shall be entitled to use the Directory in accordance with these Terms for the purpose of allowing Users to search for Your Paediatric Services.
- This agreement, including your right to be listed on the Directory, shall cease if:
  - this agreement is terminated at any time in accordance with Clauses 6, 21 or 22; or
  - either party gives to the other no less than 30 days’ notice to terminate this agreement (such notice to take effect at any time). If Childhealthy gives notice to terminate, it shall at the same time provide you with a statement of reasons for that decision in writing and an opportunity to clarify the facts and circumstances around that decision.
- Free Period, Fees and payment
  - Subject to successful registration in accordance with Clause 2, we offer an initial 6-month free period (or such other period as we may notify to you), during which no fees are payable (the Free Period). Thereafter, for continued listing on the Directory, Fees will be payable in accordance with this Clause 6.
  - Before expiry of the Free Period we will contact you to let you know that the Free Period is expiring and to ask you if you wish to:
    - remain on the Directory on a paid subscription basis; or
    - be removed from the Directory.
  - Pursuant to Clause 2, if you confirm that you wish to:
    - remain on the Directory, then we will keep you on the Directory subject to your payment of the applicable Fees; or
    - be removed from the Directory, or if we do not hear from you, then your listing will be removed and this agreement shall terminate.
  - Any and all sums payable under these Terms:
    - are exclusive of value added tax or other applicable sales tax, which shall be added (if applicable) to the sum in question and payable at the same time as the sum in question; and
    - shall be paid by you in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where you are required by law to deduct withholding tax from sums payable.
  - If you fail to make any payment due to Childhealthy under these Terms in cleared funds by the due date for payment, then, without limiting Childhealthy’s other rights or remedies (whether under this agreement or at law), we may do either or both of the following:
    - charge you interest on the overdue amount at the rate of 8% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment, and shall be compounded monthly. You shall pay the interest together with the overdue amount; and
    - give you notice with immediate effect that we are suspending this agreement including your access to the Directory, until we have received the outstanding sums in
  - You agree that the Fees shall be payable for your listing alone and are not dependent on any Bookings being completed between you and a User.
  - Termination or expiry of these Terms, howsoever arising, shall not affect the continuation in force of the amounts owing under this Clause 6 prior to termination or expiry.
- Your Obligations
  - You must promptly comply with all reasonable and lawful instructions of Childhealthy in how you use and interact with the Directory.
  - You are responsible for understanding and complying with all applicable laws, rules and regulations and contracts and Bookings with Users and third parties that apply to Your Paediatric Services, including in particular that you shall comply with any requirements arising from a regulatory and compliance perspective in connection with the provision of Your Paediatric Services. You will also comply with consumer law.
  - You shall co-operate with and assist Childhealthy in taking any steps necessary to publish, Post on the Directory or Website, or take any other action which Childhealthy deems necessary to enable Users to view Your Paediatric Services and/or help with a Booking.
  - You shall have no authority, and shall not hold yourself out, or permit any person to hold themselves out, as binding Childhealthy, or otherwise create the impression that any person is authorised to bind Childhealthy in any way, and you shall not do any act which might reasonably create the impression that you or they are so authorised.
  - You shall not make or enter into any contracts or commitments or incur any liability for or on behalf of Childhealthy, including for the provision of Your Paediatric Services.
  - You shall not during the term of this agreement perform activities similar to that of Childhealthy, the Website or the Directory.
  - You shall not produce any marketing material for the Services or use Childhealthy’s name, logo or trade marks on any marketing material that is owned or licensed for use by Childhealthy without the prior written consent of Childhealthy, or otherwise in accordance with these Terms, and if consent is given then you shall do so in accordance with any brand guidelines or instructions we may provide from time to time.
- General rules
  - You agree to use the Directory and Website in accordance these Terms and all other rules provided to you or posted on the Website as applicable to all Paediatric Service Providers, as updated by us from time to time.
  - You shall not interfere with any other Paediatric Service Provider who is listed on the Directory. You acknowledge that we or the Directory may restrict, in whole or in part, your ability to view Paediatric Service offered by other Paediatric Service Providers, and you shall not attempt to circumvent those restrictions.
  - You agree not to cause any User any loss or liability or interfere with another person’s use of the Directory or Website except to the extent that we expressly permit.
  - You agree not to circumvent the Fees that are due or that would otherwise be due to us if you had used the Directory or the Services as intended.
  - You agree to only use Users’ information that Users provide to you strictly in compliance with any applicable data protection legislation. You shall also provide any User with a privacy policy and any other documents required by applicable data protection legislation to describe how you use their data. You agree that you will collect all necessary consents from Users before using their photographs, quotes, reviews or similar for your own business purposes.
  - You shall fully and promptly indemnify and keep indemnified us against all liabilities, losses, damages, injuries, costs, expenses, fines, demands, claims and proceedings suffered or incurred by us arising (directly or indirectly) out of your failure to comply with Clause 5.
  - If we provide information about Users, we are dependent on the data provided by them or third parties. We do not warrant and we exclude all liability in respect of the accuracy, completeness, currency, fitness for purpose or legality of any information accessed using the Directory or via the Website or otherwise communicated to you (whether by email, by hard copy printout from the Website or otherwise) relating to another User or their location.
  - If we make available any information on our database regarding Users, we will use our reasonable endeavours to ensure that information is updated regularly. However, you acknowledge that there may be a time delay in updating this information, and we make no representation, warranty or guarantee that it is accurate.
  - We shall use our reasonable endeavours to correct any errors or omissions in the Directory or Website as soon as practicable after being notified of them. However, we do not guarantee that the Directory or the Website will be free of faults and we do not accept liability for any errors, omissions or faults. In the event of a fault in the Directory or Website, you should report it by email immediately to: support@childhealthypages.com.
  - You shall ensure that all Material provided by or on behalf of you to us, the Website, the Directory and/or other Users (whether through the Website/ Directory or not) is true, complete and accurate and does not infringe third party intellectual property rights of any kind, and you shall promptly inform us of any changes to such information, or update such information, if possible by using the relevant function on the Directory or Website.
  - If the Website or the Directory is accessed by you from outside the United Kingdom, this is entirely at your risk. We make no representation that the Directory, the Website or any services referred to in the Website, are available or otherwise suitable for use outside of the United Kingdom. If you choose to access or use the Website or Directory from or in locations outside the United Kingdom, you do so on your own initiative and are responsible for:
    - ensuring that what you are doing in that country is legal; and
    - the consequences and compliance by you with all applicable laws, regulations, byelaws, codes of practice, licences, registrations, permits and authorisations (including any laws that relate to businesses providing services).
  - We do not warrant that your use of the Directory or the Website will be uninterrupted and we do not warrant that any information (or messages or postings) transmitted via the Directory or the Website will be transmitted accurately, reliably, in a timely manner or at all.
  - We do not give any warranty that the Directory or the Website is free from viruses or anything else which may have a harmful effect on any technology.
  - Although we will try to allow uninterrupted access and minimise any downtime to the Directory and the Website generally for all Paediatric Service Providers and Users, access to the Directory and the Website may be suspended or restricted at any time for any reason (including for necessary maintenance or introduction of new functionality or content). Your access to the Website and the Directory may also be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore such access as soon as we reasonably can. There is a helpdesk for you to report technical issues by emailing support@childhealthypages.com.
  - You agree to comply at all times with any instructions for use of the Directory and/or the Website in these Terms or which we display on the Website or otherwise communicate to you from time to time.
  - You must:
    - not list any products or services on the Directory which cannot legally be sold or provided;
    - not make any misleading claims about you, or your products or services;
    - comply with the UK Code for Non-broadcast Advertising, Sales Promotion and Direct Marketing (the CAP code);
    - provide consumers with all the pre-contract information about yourself and your products and services required for compliance with consumer protection, product safety law and all other applicable legislation and regulations.
  - Nothing on the Website or Directory shall constitute advice specific to your circumstances or a recommendation.
  - We assume no responsibility for the content or services of any other websites or services to or from which the Website or the Directory has links. Any such links are provided “as is” with no warranty, express or implied, for the information provided within those sites.
  - You shall not frame any of the Website or Directory onto another website without our prior written consent (which may be withheld in our absolute discretion).
  - We hereby grant to you a revocable, non-exclusive, royalty-free right to provide a link from your website to the home page of the Website or Directory, provided that you do so in a fair and legal way without damaging our reputation or taking advantage of it. In particular:
    - you shall not make any warranties or representations about us, our Services, our data, our software or our policies except with our prior express authorisation;
    - you shall not say anything that is false, misleading, derogatory or offensive about us, the Directory or the content of the Website, our Services, our data, our software or our policies; and
    - you shall not suggest expressly or implicitly that we have endorsed or approved you, Your Paediatric Services or your website or are associated with it without our prior express authorisation.
  - The following uses of the Directory and/or Website are expressly prohibited and you undertake not to do (or to permit or encourage or entice or induce anyone else to do), directly or indirectly, any of the following:
    - send or receive any material or message (including to a User) which is grossly offensive, harassing, threatening, malicious, abusive, of an indecent, obscene, pornographic or menacing character, vulgar, blasphemous or defamatory of any person, in contempt of court or in breach of confidence, or which may infringe any intellectual property rights (including copyright), rights of personality, publicity or privacy or any third party rights of any nature;
    - send or post any inaccurate or incomplete or misleading data or material (including sending any feedback about another User or Paediatric Service Provider) which is not fair or accurate);
    - use the Website or Directory for a purpose other than which we have designed them or intended them to be used;
    - use the Website or Directory in any way which breaches any laws, regulations, byelaws, codes of practice, licences, registrations, permits or authorisations, including any local laws to which you may be subject;
    - use the Website or Directory for any fraudulent, criminal or unlawful purpose or for inciting, encouraging or enticing any fraudulent, criminal or unlawful purpose;
    - impersonate any other person or body or misrepresent a relationship (or a lack of a relationship or a different relationship) with any person including a User or another Beautician;
    - do any act or omission that may undermine any ratings and feedback system or use them in any way that is not related to the Directory;
    - act in a racist, sexist or discriminatory way;
    - do anything in any way which may incite hatred against any ethnic, religious or any other minority or is otherwise calculated to adversely affect any individual, group or entity;
    - do anything in a way that we consider may be contrary to our interests;
    - resell or attempt to resell any or all of the Directory or Website;
    - furnish false Material, including false names, addresses or contact details or fraudulent use of payment card numbers or false information about Your Paediatric Services or references;
    - attempt to circumvent our security or network including accessing data not intended for you, log onto a server or account you are not expressly authorised to access, or probe the security of other networks (such as running a port scan);
    - use, deliver or transmit any viruses, trojan horses, trap doors, or anything else intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
    - access the Directory or Website in such a way as to, or commit any act that would or does, impose an unreasonable or disproportionately large load on our infrastructure;
    - interfere or attempt to interfere with the proper working of the Website or Directory;
    - use the Website or Directory for any advertising except as expressly envisioned by this agreement or with our prior consent;
    - execute any form of network monitoring which will intercept data not intended for you;
    - harvest or otherwise collect any information or data about Users or other Paediatric Service Providers without their express consent or do anything that would otherwise put you or us in violation of applicable data protection legislation;
    - send unsolicited mail messages, including the sending of “junk mail” or other advertising material to individuals who did not specifically request such material. You are explicitly prohibited from sending unsolicited bulk mail messages. This includes bulk mailing of commercial advertising, promotional, or informational announcements, and political or religious tracts. Such material may only be sent to those who have explicitly requested it. If a recipient asks to stop receiving email of this nature, you may not send that person any further email;
    - harass or abuse or stalk any person; or
    - enter into fraudulent agreements or arrangements with other Users (which shall include pretending to be a third party, or to have no relationship with another User when one exists).
  - Our Services do not include the provision of a computer or other necessary equipment or hardware to access the Directory or Website. To use the Website and Directory, you will need to have your own internet connectivity and appropriate telecommunication links. We shall not have any liability for any internet, telephone or other costs that you may incur.
  - We do not warrant that the Website or the Directory will be compatible with all hardware and software which you may use. Although we may put in place security measures for your protection, (subject to Clause 1) we shall not have any liability for damage to, or viruses or other code that may affect, any computer equipment, software, data or other property as a result of your access to or use of the Website or Directory or your obtaining any material from, or as a result of using, the Website or Directory. We shall also not have any liability for the actions of third parties in breaching any security measures.
- Feedback
  - To maintain the quality of Paediatric Service Providers on the Website, we may use feedback from Users.
  - In order to further maintain the quality of Paediatric Service Providers on the Website, Childhealthy may occasionally mystery shop services listed to ensure that the quality of delivery and experience is of a suitable standard.
- Ranking
  - The order in which you and other Paediatric Service Providers appear in search results on the Directory is determined by the User selected search criteria: treatment speciality and location.
  - There is no preferential listing benefits. Ranking in search results is determined by objective match to the User’s search criteria.
- Publicity, announcements and communicating with Users
  - Childhealthy may:
    - contact Users to request feedback on those Users’ experiences with you. This information may be shared on the Website and with you, other Paediatric Service Providers or other third parties for the purpose of improving the Directory and improving future Users’ experiences. The information may also be used for the purposes of addressing any complaints in accordance with Clause 9; and
    - publicise its relationship with you, including by using your brand name, marks and logos on such publication. This may also include quotes provided by you and attributed to you.
  - Material
    - As between you and us, you shall retain ownership of any Material you submit to us, the Website, or the Directory. You hereby waive your moral rights in such Material and grant us a royalty-free, perpetual, irrevocable, assignable, sub-licensable, worldwide, non-exclusive right and licence to use, copy, modify, edit, adapt, translate, publish and distribute (in our absolute discretion) any such Material for any purpose whatsoever (including for display on the Website or Directory and for marketing and promoting Childhealthy), save to the extent that any such Material consists of a posting or message transmitted in such a way as it is clearly intended to be of private correspondence between you and a User.
    - You hereby warrant that you have sufficient rights or licence in order to be able to send any such Material to us, to the Website, Directory or to any User, and for us, the Website, Directory and other Users to use the Material in any ways intended to be used for the purpose of performing the services and complying with any duties described in these Terms.
    - We shall be under no obligation to monitor or pre-screen any Material made or submitted by any person, but we reserve the right in our absolute discretion to block access to, omit, remove, suspend or edit any Material that you transmit, post or send to us, the Website or the Directory (temporarily or permanently), in whole or in part, which in our reasonable opinion may breach these Terms or may give rise to a breach of this Clause or to any liability for us or any third party.
    - All comments, suggestions, ideas, notes, drawings, concepts or other information disclosed or offered to us by you or in response to solicitations by us regarding the Services, the Directory or the Website (each being Ideas) shall be deemed and shall remain our property. You understand and acknowledge that we have both internal resources and other external resources which may have developed or may in the future develop ideas identical to or similar to Ideas and that we are only willing to consider Ideas on these terms. In any event, any Ideas are not submitted in confidence and we assume no obligation, express or implied by considering it. Without limitation, we shall exclusively own all now known or hereafter existing rights to the Ideas of every kind and nature throughout the world and shall be entitled to unrestricted use of the Ideas for any purpose whatsoever, commercial or otherwise without compensation to the provider of the Ideas.
  - Intellectual property rights
    - Except as expressly permitted elsewhere in these Terms and subject in particular to Clause 14, all intellectual property rights of any nature anywhere in the world (including all copyright, database rights, patents, trade marks, service marks, trade names, designs (including the “look and feel” and other visual or non-literal elements), whether registered or unregistered) in the Website and the Directory, information and content and material on or accessible from the Website or the Directory itself or any part of it, any database operated by us, the software on the Website and all the Website design, text and graphics, and their selection and arrangement, and all software compilations, underlying source code and software (including applets and scripts) shall remain our property (or that of our licensors). You shall not, and shall not attempt to, obtain any title to any such intellectual property rights. All rights not expressly granted by us are reserved.
    - None of the material described in Clause 1 may be reproduced or redistributed without our prior written permission except as expressly permitted elsewhere in this agreement. You may, however, retrieve and display the content of the Website on a computer screen, store such content in electronic form on disk (but not on any server or other storage device connected to a network) or print one copy of such content for your own personal, non-commercial use, provided you keep intact all and any copyright and proprietary notices in any electronic or hard copy of the material or the Website. You shall not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content on the Website without our permission.
    - No part of the Website, Directory or material described in Clause 1 may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service without our prior written permission or as provided by law.
    - If you quote from the Website, you must do so fairly and give due accreditation to the author and us and reference to the Website.
    - All rights (including goodwill) in the Childhealthy brands, trade marks, names and logos are owned by us (or our licensors). Other product and company names mentioned on the Website belong to their respective owners.
  - Licence
    - We hereby grant you, for the duration of this agreement, and for the purposes of fulfilling the parties’ obligations set out in this agreement, without charging any additional fee beyond that described in this agreement, a non-exclusive, revocable, non-transferable licence to use:
      - the Directory and Website in the ways permitted under this agreement; and
      - any other intellectual property rights that we make available to you (including brands, trade marks, names and logos, whether registered or not) in accordance with these Terms.
    - You shall not use any intellectual property rights belonging to Childhealthy for any purpose other than as expressly set out in these Terms. You shall not make any modification to the format and style of any such intellectual property rights without our prior written approval.
    - You acknowledge that Childhealthy and its licensors are the sole owners of all intellectual property rights in and all goodwill associated with the Childhealthy brands, trade marks, names and logos. All rights arising from the use of our brands, trade marks, names and logos shall inure to the benefit of Childhealthy and all goodwill symbolised by our brands, trade marks, names and logos shall accrue to Childhealthy.
    - You shall not use or permit the use of Childhealthy branding, trade marks, names or logos in connection with any other sales or marketing promotion, brand, goods or services other than as contemplated by this agreement, except with our express prior written approval.
    - You grant us, for the duration of this agreement, a royalty free, non-exclusive, revocable, non-transferable licence to use your branding and any other information, document or materials which you provide to us for the purposes of our obligations set out in these Terms.
  - Confidentiality
    - Each party undertakes that it shall not at any time disclose to any person any of the other party’s Confidential Information, except as permitted by Clause 2.
    - Each party may disclose the other party’s Confidential Information:
      - to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this Clause 15; and
      - as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    - Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations or exercise its rights under this agreement.
    - The obligations of confidentiality in this Clause 15 shall not extend to any matter which the recipient can show:
      - is in, or has become part of, the public domain other than as a result of a breach of the confidentiality obligations of this agreement; or
      - was in its written records prior to receipt; or
      - was independently developed by it; or
      - was independently disclosed to it by a third party entitled to disclose the same.
    - You shall ensure that all documents and other records (in whatever form) containing Confidential Information supplied to or acquired by you from Childhealthy are returned promptly to Childhealthy on expiry or termination of this agreement, and you shall not keep any copies, whether digitally or otherwise, except to the extent required to comply with its legal obligations or to evidence its performance of this agreement.
  - Compliance
    - Each party shall at its own expense comply with all applicable laws, regulations, byelaws, and codes of practice relating to its activities under this agreement, as they may change from time to time, and with any licences, registrations, permits and approvals applicable to it.
    - You agree to comply with the Mandatory Polices.
  - Data protection
    - We shall process personal data you submit to us in accordance with these Terms as necessary to comply with our rights and obligations under these Terms and in accordance with our Privacy Policy which can be found here [LINK].
  - Indemnity
    - You shall fully and promptly indemnify and keep indemnified us against all liabilities, losses, damages, injuries, costs, expenses, fines, demands, claims and proceedings suffered or incurred by us arising (directly or indirectly) out of:
      - any claims or legal proceedings arising from your use of the Directory or Website or use of the Directory or Website through your password, which are brought or threatened against us by any person;
      - any claims, legal proceedings or allegations that any material you have provided, or which has been provided on your behalf, (including anything provided under Clause 5) may infringe any intellectual property rights (including copyright), rights of personality, publicity or privacy of a third party, or any other third party rights of any nature;
      - the provision of Your Paediatric Services;
      - any breach of these Terms by you; or
      - any liability owed by you to any User;

except to the extent caused by our breach of this agreement or our negligence.

Limitation of liability
- Nothing in these Terms shall limit or exclude the liability of either party for:
  - death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); or
  - fraud or fraudulent misrepresentation or wilful default; or
  - liability under the indemnities contained in Clauses 6 and 18.1 ; or
  - any matter in respect of which it would be unlawful to exclude or restrict liability.
- Subject to Clause 1:
  - neither party shall under any circumstances whatsoever be liable, under or in connection with this agreement, whether in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty, or otherwise, for:
    - any loss of profit, sales, revenue, or business;
    - loss of anticipated savings;
    - loss of or damage to goodwill;
    - loss of agreements or contracts;
    - loss of opportunity;
    - loss of use or corruption of software, data or information;
    - any loss arising out of the lawful termination of this agreement or any decision not to renew its term, or
    - any indirect or consequential loss; and
  - the total liability of either party to the other in respect of all other loss or damage arising under or in connection with this agreement, in the preceding 12 months, whether in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty, or otherwise, shall in no circumstances exceed £5,00
- Force Majeure
  - Save for obligations in respect of payment of the Fees, neither party shall have any liability for any breach, hindrance or delay in performance of its obligations under or in connection with this agreement which is caused by any act, event, omission or accident beyond its reasonable control, including any act of God, actions or omissions of third parties (including hackers, suppliers, couriers, governments, quasi-governmental, supra-national or local authorities), insurrection, riot, civil war, civil commotion, war, hostilities, threat of war, warlike operations, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, national emergencies, actual or threatened or suspected terrorism, nuclear, chemical or biological contamination strikes, impacts of epidemic or pandemic, fire, explosion, storm, flood, drought, adverse weather conditions, loss at sea, earthquake, volcano, ash cloud, natural disaster, accident, collapse of building structures, mechanical breakdown, third party software or infrastructure or communications, cyber-attack, failure or problems with public utility supplies (including general: electrical, telecoms, water, gas, postal, courier, communications or internet disruption or failure), shortage of or delay in or inability to obtain supplies, equipment or transportation (Event of Force Majeure), regardless of whether the circumstances in question could have been foreseen.
  - Each party agrees to notify the other party upon becoming aware of an Event of Force Majeure, such notice containing details of the circumstances giving rise to the Event of Force Majeure and its expected duration.
  - The performance of each party’s obligations shall be suspended during the period that the circumstances persist and such party shall be granted an extension of time for performance equal to the period of the delay.
  - Each party shall bear its own costs incurred by the Event of Force Majeure.
  - If performance of any obligations are delayed under this Clause 20, each party shall nevertheless accept performance as and when the other party shall be able to perform. If the Event of Force Majeure continues without a break for more than three months, you may terminate this agreement upon giving no less than five Business Days’ notice to us, or we may terminate this agreement by giving to you no less than 30 days’ notice, in which event neither party shall have any further liability to the other party by reason of such termination.
- Three strikes policy
  - In order to support effective communication between you and us, we generally operate a ‘three strikes and you’re out’ policy in relation to your use of the Directory and Website. This is without prejudice to any other rights of termination or suspension we may have in these Terms, and in particular those set out in Clause 22.
  - Childhealthy may, in its absolute discretion, place a strike on your account if you miss or cancel Bookings on short notice, receive any formal complaints or breach any of these Terms.
  - If Childhealthy places a strike on your account, the strike will remain indefinitely until Childhealthy in its absolute discretion agrees to remove it.
  - If Childhealthy places a strike on your account, it shall contact you describing the issue, setting out any supporting evidence and inviting you to respond via email to support@Childhealthy.com. If we do not receive a response within five Business Days then the strike will be applied to your account. If we receive a response within five Business Days of us sending the email, we will review your response and confirm within a further five Business Days whether a strike will be applied to your account. We shall have absolute discretion when determining whether to apply a strike to your account.
  - If you have three or more strikes on your account at any one time, we may:
    - give you a final warning;
    - suspend you from the Directory by notifying you with immediate effect; and
    - terminate this agreement by notifying you with immediate effect on the ground of this being a repeated infringement.
  - You shall not do anything, or omit to do anything, which we consider to be an attempt to circumvent or undermine this Clause 21, including by attempting to register another account on the Directory without notifying us of a previous exclusion.
- Suspension and Termination
  - Notwithstanding anything else in these Terms, subject to Clause 2, if we terminate this agreement or your access to any part of our Services in relation to you, we shall give you at least 30 days’ notice of such termination. If we suspend or restrict this agreement or your access to any part of our Services in relation to you this may be effective immediately. Whether we are terminating or suspending, subject to Clause 22.7, we shall provide you with reasons for the proposed action and provide an opportunity to respond by clarifying the facts and circumstances set out in our statement of reasons.
  - The requirement to provide 30 days’ notice with termination does not apply where there is repeated infringement of these Terms by you (including under Clause 5) or where applicable legal or regulatory obligations or an imperative reason pursuant to the law allow us not to provide such notification.
  - If we revoke your suspension or restriction, we shall reinstate your access without undue delay, including providing you with any access to personal or other data, or both, that resulted from your use of the Directory prior to the suspension or restriction having taken effect.
  - Notwithstanding Clauses 20 and 21, without affecting any other right or remedy available to it, either party may suspend this agreement with immediate effect by giving notice to the other party if:
    - the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so;
    - the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
    - the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986;
    - the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
    - the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
    - the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
  - Notwithstanding Clauses 20 and 21 or these Terms generally, without affecting any other right or remedy available to it, Childhealthy may suspend this agreement with immediate effect by giving notice to you if:
    - you materially breach any of your compliance obligations set out in Clause 16;
    - you do any act or omission intended to circumnavigate or undermine the Directory or Website, including by encouraging Users to stop using our Services;
    - you do any act or omission which we in our absolute discretion consider to be improper behaviour or discriminatory towards any User or us, which for the avoidance of doubt shall means infringement of these Terms and in particular the obligations set out in Clause 8; or
    - you make an attempt to offer any services or products via the Directory which are deemed by us to be inappropriate taking into account the nature and purpose of the Directory.
  - If this agreement or any part of our Services are suspended under Clauses 5.2, 22.4 or 22.5 and has remained suspended for 30 days or more, then the party who suspended may terminate this agreement by giving no less than 30 days’ notice to the other party.
  - If Childhealthy gives notice to terminate or suspend this agreement, it shall at the same time provide you with a statement of reasons for that decision in writing, unless:
    - Childhealthy is subject to a legal or regulatory obligation not to provide the specific facts or circumstances or the reference to the applicable ground or grounds; or
    - Childhealthy can demonstrate that you have repeatedly infringed the applicable Terms.
  - Consequences of termination
    - On expiry or termination of this agreement, the following Clauses shall continue in force: 8, 4, 13, 15, 18, 19, and 23 to 34 (inclusive).
    - Expiry or termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of expiry or termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of expiry or termination.
    - On expiry or termination of this agreement, you agree to promptly return or otherwise delete any data, information, documents and other materials which we have provided to you including any materials provided in connection with Clause 13; but excluding any data, information, documents and other materials which you produce as part of your interaction with Users including any information or documentation referred to in Clause 8.
  - No partnership or agency
    - Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party appointing the other as the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
    - Each party confirms it is acting on its own behalf and not for the benefit of any other person.
  - Entire agreement
    - This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    - Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
    - Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
    - Nothing in this Clause shall limit or exclude any liability for fraud.
  - Variations
    - Except as set out in the rest of this Clause 26, no variation of this agreement shall be effective unless it is agreed in writing by the parties (or their authorised representatives).
    - Childhealthy reserves the right to vary this agreement and any documents referred to in it at any time, by notifying you. We shall give you at least 30 days’ warning of variations to this agreement (or longer if proportionate to the nature and extent of the envisaged variations when this is necessary to allow you to make technical or commercial adaptations to comply with the variations), unless Clause 4 applies. You may terminate this agreement with immediate effect by notifying us and cease using the Website if you do not wish to be bound by the variations. However, your continued use of the Services or the Website after the variations take effect will be deemed to constitute your acceptance of the variations.
    - Childhealthy reserves the right to change, modify, substitute or remove any information or service on the Website, the Directory or forming part of the Services that Childhealthy provides to you from time to time. We shall give you at least 30 days’ warning of the change, modification, substitution or removal or longer if proportionate to the nature and extent of the envisaged changes if necessary to allow you to make technical or commercial adaptations to comply with the change, modification, substitution, suspension or removal, unless Clause 4 applies. If you object to such change, modification, substitution or removal, you shall have the right to terminate this agreement effective at or before our notice taking effect, by you notifying us of the termination. However, your continued use of the Services or the Website after the change, modification, substitution or removal takes effect will be deemed to constitute your acceptance of the change, modification, substitution or removal.
    - The notice period set out in Clauses 2 or 26.3 shall not apply where Childhealthy:
      - is subject to a legal or regulatory obligation which requires it to make a variation, change, modification, substitution or removal in a manner which does not allow it to respect the notice period referred to in Clauses 2 or 26.3;
      - has exceptionally to make the variation or change, modification, substitution or removal to address an unforeseen and imminent danger related to defending Childhealthy, the Services, Users or Paediatric Service Providers from fraud, malware, spam, data breaches or other cybersecurity risks; or
      - the changes are of an editorial nature, such as those altering the layout, but do not change the content or meaning of any of the Terms.
    - Assignment and other dealings
      - This agreement is personal to you and you shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of your rights and obligations under this agreement.
    - No automatic waiver
      - No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
      - No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
    - Severance
      - If any provision or part-provision of this agreement 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 rest of this agreement.
      - If one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision (in accordance with Clause 1) so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
    - Notices
      - Any notice given to a party under or in connection with this agreement shall be sent in writing:
        
        by email to the other party’s email, being support@Childhealthy.com for Childhealthy, and your email that you provide as part of your registration in accordance with Clause 2 for you; or
        
        otherwise addressed to the other party at its registered office set out at the start of this agreement, or at such other address as that party may have specified to the other party in writing and delivered:
        
        personally; or
        
        by pre-paid first class recorded delivery post; or
        
        by commercial courier.
        
        A notice shall be deemed to have been received:
        
        if sent by email, at the time of transmission to the required email address; or
        
        if delivered otherwise, when it actually arrives at the required address.
        
        Third party rights
        
        No one other than a party to this agreement, their successors and assignees, shall have any right to enforce any of its terms.
        
        Governing law
        
        This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
        
        Jurisdiction, disputes and mediation
        
        You may request to resolve a dispute arising with Childhealthy through mediation. The dispute may be referred by either party to the Centre for Effective Dispute Resolution (CEDR), where CEDR will nominate a mediator.
        
        Subject to Clause 1, each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
        
        Definitions and Interpretation

The following definitions and rules of interpretation apply in this agreement.

Booking: means a contract entered into between you and a User directly for the provision of Your Paediatric Services.
Business Day: means a day other than (a) a Saturday, (b) a Sunday or (c) a day which is a bank holiday in England (as set out on gov.uk/bank-holidays for bank holidays in England).
Commencement Date: means the date we complete your registration and confirm commencement.
Confidential Information: means any information in any form or medium obtained by one party from or on behalf of the other party pursuant to this agreement or which concerns the other party’s business, affairs, customers, clients or suppliers, and which is expressly marked as confidential or which a reasonable person would reasonably consider to be confidential whether disclosed or obtained before, on or after the Commencement Date together with any reproductions of such information or any part of this information (and Childhealthy’s “Confidential Information” shall include any information relating to its methodology, software, Website, Services, Users, and those Users’ confidential information).
Event of Force Majeure: has the meaning given to it in Clause 20.
Fees: means the annual subscription fee which is payable in advance by you (such charge being an amount that we specific in our subscription correspondence with you), which we charge for your listing on the Directory, plus any value added tax or other applicable sales tax, which is payable by you to Childhealthy (and which we shall collect in accordance with Clause 6).
Mandatory Polices: means the mandatory policies and procedures that you must comply with as may be notified to you from time to time in accordance with Clause 26.
Material: means any material, content, information, data, profiles, feedback, opinions, suggestions, portfolios, descriptions, documents, files, pictures, photographs, diagrams, designs, sketches, drawings, plans, specifications, lists, text, images, logos, graphics, names or trade marks, (in any form or in any media) uploaded or provided by you to us, the Website, the Directory or a User.
Directory: means our online directory available at https://childhealthypages.com/home/, including the embedded proprietary software utilised by Childhealthy, that provides an online repository of paediatric services and service providers which Users may search based on filters such as treatment type and location.
Post: means Childhealthy doing any action to publish on the Website or Directory any information relating to you and/or Your Paediatric Services in a form that is viewable and accessible by a User, including anything published on the Website or Directory by Childhealthy.
Services: means the services provided by Childhealthy via our Website and Directory whereby we list you on the Directory and allow Users to search the Directory, subject to these Terms.
Paediatric Service Provider: means you or another healthcare professional, clinician, practitioner, or clinic, hospital, charity, support group or other provider of child services, listed on the Directory.
Paediatric Services: means the various services, treatments, procedures, products, classes groups or similar that may be provided by you or other Paediatric Service Providers, listed on the Directory.

Paediatric Services Requirements: means Childhealthy’s mandatory requirements for Paediatric Service Providers, as may be notified to you from time to time, including as a minimum that Paediatric Service Providers will keep appointments made to the best of their ability; the services that Paediatric Service Providers offer and provide represent the description of their listing on the Directory and where appropriate, the Paediatric Service Providers will list their qualifications and provide evidence of these.

User: means any person who accesses some or all of the Website or Directory.
Website: means our website: https://childhealthypages.com/home/.
Your Paediatric Services: means the Paediatric Services provided by you.
Your Terms of Service: means the terms of service governing your business and your relationship with Users.
- Headings – Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
- Person – A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
- Schedules – The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
- Company – A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
- Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
- Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
- Legislative references – Unless expressly provided otherwise in this agreement, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time, and shall include all subordinate legislation made from time to time under that legislation or legislative provision.
- Writing – A reference to writing or written includes email.
- Including – Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
- Clauses and Schedules and Paragraphs – References to Clauses and Schedules are to the clauses of and schedules to this agreement. References to Paragraphs are to paragraphs within Schedules.