Terms of Service: Providers

Version: 1.0

Last updated: 26th September 2023

Summary

1. Agreement by Usage: Utilising Odycy services means you agree to their terms. Those unwilling to agree should not use the services.
2. Key Definitions:

1. Odycy: A company registered in England.
2. Swoon: A trading name for Odycy.
3. Provider: Entities offering medical or health services.
4. Patient/Customer: Individuals seeking or receiving health services.
5. Referrer: Those recommending specific providers or services.
6. User: Anyone interacting with Odycy’s platform.

Services Overview:

1. Odycy Services: Tools and features enhancing user experience.
2. Provider Services: Medical treatments and procedures.
3. Platform: Online interface for bookings and payments.

1. User Registration:

1. Providers must meet specific eligibility criteria, which includes licensure, education, and adherence to healthcare standards.
2. Providers must keep their profile updated with accurate service and pricing information.

1. Accounts & Security:

1. Providers can create up to five user accounts for their team.
2. Security of these accounts is the provider's responsibility.
3. Access rights and permissions are controlled by the provider.

1. Consent & Rights:

1. Registration signifies agreement to the terms.
2. Providers have access to list and manage their services on Odycy's platform, given they comply with the terms.
3. The scheduling software usage requires retention of a specific wording and backlink.

1. Responsibilities:

1. Providers must adhere to applicable laws.
2. They must cooperate with Odycy and its users, report technical issues, and keep backup copies of their data.

1. Data & Intellectual Property:

1. Providers are responsible for their data's security.
2. Odycy retains rights over its platform and software, while providers keep their intellectual property rights.
3. Both parties are to handle confidential information responsibly.

1. User Reviews:

1. Users can review providers, who must adhere to Odycy’s content guidelines.
2. Odycy oversees the integrity of these reviews and can take action on misleading ones.

1. Fees & Payments:

1. Providers must pay fees as detailed in schedule 1.
2. They are also responsible for transaction fees imposed by Stripe, Odycy’s payment platform.

1. Cancellation & Refunds:

1. Providers determine their cancellation and refund policies, and they manage these through Odycy’s platform.
2. They are accountable for financial losses from cancellations and refunds.
3. Special Provision: Providers who joined during Odycy's developmental phase are exempt from certain fees until 2025, but not from payment processing fees.

1. Modification of Fees and Commissions

1. Odycy may raise fees but will notify providers beforehand.
2. Providers can terminate if they disagree with the fee changes.
3. Fee changes are not retroactive.

1. Availability

1. Odycy aims for constant platform access but there might be technical interruptions.
2. Planned maintenance will be communicated in advance.
3. Unexpected issues might need immediate attention.
4. Odycy isn't liable for losses from service interruptions.

1. Duration & Renewal

1. The listing service is monthly or annually, with cancellation options before the next payment cycle.
2. Scheduling software operates on a pay-per-use basis and needs 30-day notice for cancellation.
3. Secretarial services auto-renew monthly unless a 30-day cancellation notice is given.

1. Termination

1. Providers can end services based on specified notice periods.
2. Services prepaid yearly remain active till term end without refunds.
3. Odycy can end a Provider's services with 30 days' notice or less for serious breaches.
4. Reactivation after termination might incur charges.

1. Technical Support and Training

1. Odycy offers support for technical and platform-related issues.

1. Auditing and Compliance Monitoring

1. Odycy can audit provider accounts for compliance.
2. Cooperation during audits is mandatory.

1. Insurance

1. Odycy has insurance for its services.
2. Details can be shared upon request.

1. Indemnification

1. Providers must protect Odycy from liabilities related to platform misuse or legal violations.
2. Providers will cover related costs.

1. Limitation of Liability

1. Odycy's liability is capped to fees paid in the prior 12 months.
2. No responsibility for indirect damages, except in cases of fraud or gross negligence.
3. No additional warranties beyond this Agreement.

1. Force Majeure

1. Odycy isn't accountable for issues due to unforeseeable events.
2. Obligations extend during these events but can be terminated if they persist over six weeks.

1. Incorporation of Policies

1. Users must adhere to additional policies: Web & Cookie, Privacy, and Lawful basis. 

1. Material Breach of Agreement

1. Specific breaches can be considered "material".

1. The breaching party has to rectify within a specified time or face termination.
2. General

1. Providers can't transfer their rights.
2. No third-party benefits are given.
3. Written notices are required.
4. Invalid clauses don't invalidate the whole Agreement.
5. No partnership is implied.
6. The Agreement is under English law and disputes will be handled in English courts.

1. User Acknowledgment

1. Users must agree to terms before using the platform and understand their legal obligations.

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This summary condenses the terms and conditions, but it's essential for individuals to review the full terms before engaging with the platform.

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Terms of Service: Providers

Agreement by Usage: Your use of the Odycy services constitutes your agreement to abide by these Terms. If you do not agree to these Terms, please refrain from using the Services.

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Critical Terms: It is crucial to carefully read and understand these Terms and Conditions. They contain legal obligations and significant provisions that will be enforced.

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1. Definitions and Interpretation

1. Odycy: Odycy Limited. Company number 13571656. Registered office address: 37 Keyberry Road, Newton Abbot, Devon, England, TQ12 1BX.
2. Swoon: Is a trading name of Odycy and refers to the three sided marketplace that it operates. The trading name for Swoon originated from, Get Well Soon.
3. Provider: An individual or entity that offers and delivers medical or health-related services to patients. This can include professionals, clinics, or hospitals. Providers are usually licensed or certified in their field and adhere to professional standards and regulations. They can operate independently or within larger healthcare networks.
4. Patient: Refers to an individual seeking or receiving medical or health-related services from a Provider. The term "Patient" can be interchangeably used with "Customer" in contexts where services are transactional or non-clinical in nature.
5. Referrer: An individual or entity that recommends or directs a Patient or Customer to a specific Provider or service. This recommendation or direction can be based on medical need, service quality, or other relevant criteria.
6. User: Any individual or entity that interacts with or utilises a platform, system, or service. In the context of Odycy, this encompasses Providers, Referrers, and any other party accessing or using the platform's features or functionalities. The term 'user' is broad and can represent various roles depending on the specific context.
7. Services:

1. Odycy Services include diverse offerings and tools, such as platform features, customer support, secretarial assistance, and listings, designed to enhance the Provider, Patient, and Customer experience.
2. Provider Services refer to the medical treatments and diagnostic procedures offered by healthcare professionals and entities to patients and customers.

1. Fees: Monetary charges set by Odycy, for the use of its services, features, or operations. These charges can be fixed or variable.
2. Platform: Refers to the online interface or software used to manage bookings, payments, and related functionalities provided by Odycy.

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2. User Registration, Eligibility, and Responsibilities

1. To use the Odycy platform, you must meet the eligibility criteria specified in our policies, which may include age restrictions, professional licensure requirements for providers, or other criteria as deemed necessary.
2. To use the Odycy platform, Providers must meet several eligibility criteria, including legal eligibility, holding professional licensure if applicable, obtaining relevant education and training, and committing to compliance with healthcare regulations and safety standards. Failure to meet these criteria may result in access restrictions or platform usage limitations.
3. You agree to provide accurate and complete information during the registration process, and Odycy Ltd reserves the right to verify your identity through identity verification procedures.
4. As a provider on the Odycy platform, you are responsible for maintaining your profile with the latest pricing, availability, and service offering information to ensure that users have access to up-to-date and accurate information.

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3. User Accounts and Access Control

1. Providers may create user accounts for their team members, with each user account associated with an authorised member of the provider's team. Each provider account on the Odycy platform is allowed up to five (5) user accounts. If additional user accounts are needed, please contact the Odycy team for assistance.
2. Providers are responsible for maintaining the security of user accounts, including setting strong and unique passwords, and should not share passwords with unauthorised individuals. Providers should also promptly revoke access for any team member who no longer requires access.
3. Providers have control over user access to the Odycy platform, with access permissions customised based on the role and responsibilities of each user. It is the provider's responsibility to manage access rights and permissions for their user accounts.

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4. User Consent

1. By registering on the Odycy platform, you acknowledge that you have read, understood, and agreed to the terms and conditions outlined in this agreement. You confirm your consent by clicking a checkbox during the registration process.

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5. Grant of Rights to Use the Service

1. Providers are hereby granted access to the Odycy three-sided marketplace and scheduling software ("Platform") for the purpose of listing their services and managing patient bookings. This access is subject to compliance with the terms and conditions outlined herein and any applicable laws.
2. Providers are required to complete the registration process to access and list their services on the Odycy platform, which may involve creating an account, setting a password, and submitting necessary documentation for verification.
3. Providers are responsible for maintaining the security of their Odycy accounts, including safeguarding login credentials (username and password) and any other access-related information.
4. Providers are granted access to the Odycy platform solely for the purpose of listing and managing their services. Access permissions are non-transferable, and providers should not grant access to their accounts to any third parties without prior authorization from Odycy.
5. Providers are obligated to promptly notify Odycy in the event of any unauthorised access to their account, which should be sent to our designated contact point for account security concerns.
6. The free licence to use the Odycy scheduling software is contingent on the following wording and backlink to the Odycy platform not being removed or made invisible on the booking button or booking embed: "Powered by Odycy.com".

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6. Responsibilities and Cooperation

1. Providers must comply with all applicable laws, regulations, and industry standards while using the Odycy platform and scheduling software. Any violation of legal requirements may result in account actions or termination.
2. Providers are expected to provide timely assistance to Odycy and its users when required, including responding promptly to booking requests, inquiries, and resolving scheduling conflicts promptly and professionally.
3. Providers are encouraged to promptly report any technical issues or service interruptions they encounter while using the Odycy platform, as timely reporting enables Odycy to address and resolve issues more effectively.
4. Providers are responsible for maintaining backup copies of their data, including scheduling information, to safeguard against data loss in the event of service interruptions or unforeseen incidents.

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7. Security and Confidentiality

1. Providers are responsible for ensuring the security of any data they upload, process, or store on the Odycy platform, including protecting patient or customer information, sensitive business data, and login credentials.
2. Providers shall treat all user data and information shared on the Odycy platform with the utmost confidentiality and are prohibited from disclosing or using such data for any unauthorised purposes.
3. Providers must control access to their accounts and ensure that only authorised individuals have access to the Odycy platform and scheduling software.

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8. Intellectual Property

1. Providers acknowledge and agree that Odycy Ltd retains all ownership rights, title, and interest in and to the Odycy platform, scheduling software, and all related intellectual property, including but not limited to copyrights, trademarks, trade secrets, and patents.
2. Providers retain ownership of their own intellectual property, including any content, data, or materials they upload or provide to the Odycy platform, and by using the Odycy platform, Providers grant Odycy Ltd a non-exclusive, worldwide, royalty-free licence to use, copy, and display their intellectual property solely for the purpose of providing the services outlined in this Agreement.
3. Providers shall not copy, reproduce, modify, create derivative works from, distribute, or publicly display any part of the Odycy platform, scheduling software, or related content without the prior written consent of Odycy Ltd.
4. If Providers believe that their intellectual property rights have been infringed upon by another party using the Odycy platform, they should promptly notify Odycy Ltd in writing, providing sufficient information to enable Odycy Ltd to investigate and address the claim.
5. Odycy Ltd may, in its sole discretion, take appropriate action to address infringement claims, including removing or disabling access to allegedly infringing content, suspending or terminating user accounts, and cooperating with law enforcement authorities.
6. However, Odycy Ltd shall have no obligation to provide legal representation or support to Providers in intellectual property disputes.

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9. Confidentiality

1. During the term of this Agreement, both Odycy Ltd and Providers may have access to confidential information related to each other's business operations, technology, or customers.
2. "Confidential Information" includes, but is not limited to, proprietary business information, trade secrets, customer data, and any information marked as "confidential."
3. Providers agree to keep all Confidential Information obtained from Odycy Ltd confidential and not to disclose it to any third party without Odycy Ltd's prior written consent.
4. Likewise, Odycy Ltd agrees to keep all Confidential Information obtained from Providers confidential and not to disclose it to any third party without Providers' prior written consent.
5. The obligations of confidentiality shall not apply to information that (a) was known to the receiving party prior to receiving it from the disclosing party, (b) becomes publicly available through no fault of the receiving party, (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information, or (d) is rightfully obtained by the receiving party from a third party without restriction.
6. Providers and Odycy Ltd agree to use the Confidential Information of the other party solely for the purpose of performing their respective obligations under this Agreement, and any other use of Confidential Information shall require the prior written consent of the disclosing party.
7. The obligations of confidentiality shall survive the termination or expiration of this Agreement and continue for a period of four (4) years from the date of termination.

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10. User Reviews and Ratings

1. Users may submit reviews and ratings for providers on the platform, and Providers agree to abide by our guidelines for user-generated content, reviews, and ratings.
2. Any content that violates our guidelines may be subject to removal.
3. Odycy Ltd takes the integrity of user-generated reviews seriously, and if Providers believe a review is false or misleading, they should report it to us for investigation, with Odycy reserving the right to take appropriate action as necessary.

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11. Fees and Payment

1. As a provider using the Odycy platform and scheduling software, you agree to pay the fees as detailed in schedule 1.
2. Late payments may incur interest charges, and Odycy reserves the right to charge interest on overdue amounts as allowed by applicable laws.
3. Providers should be aware that fees collected by Odycy are non-cancellable and non-refundable unless otherwise specified in this agreement or required by applicable laws.
4. All fees are stated in the currency detailed in Schedule 1, and providers are responsible for any applicable taxes on the fees, as required by local laws.

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12. Payment Processing Fees

1. Providers are responsible for covering all transaction fees imposed by Stripe, our designated payment processing platform, as detailed on the Stripe Pricing page. Odycy does not impose any additional fees beyond those specified by Stripe.
2. In the event of a patient's booking cancellation, the Stripe Fee remains payable, and providers have the option to withhold this fee at the time of refund, using it as a cancellation fee.
3. Odycy explicitly disclaims any representation as a solicitor or legal professional, and providers are strongly advised to seek independent legal counsel for expert guidance on managing refunds for customers and patients.

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13. Cancellation and Refund Policies

1. Providers are responsible for defining their own appointment cancellation conditions and refund policies, with users being made aware of these conditions at the time of booking. This can be done by the provider keeping their cancellation and refund policy up to date and accurate on the Odycy platform.
2. The Odycy platform offers features that allow Providers to manage cancellations and issue refunds seamlessly.
3. This in-built functionality is designed for user convenience and efficient management by the Providers.
4. In the event of cancellations or refunds, Providers bear the responsibility for any financial losses that may arise.
5. Providers will also be accountable for any payment processing fees incurred when processing refunds or handling appointment cancellations.

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14. Odycy Fees

1. Providers who become part of the Odycy network during its developmental phase are exempt from paying commission fees on bookings, leads, or referrals received before the year 2025. Cohort qualification numbers are detailed in schedule 1.
2. For the avoidance of doubt this exemption does not apply to the payment processing fees.

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15. Modification of Fees and Commissions

1. Odycy may, at its discretion, increase fees, and providers will be notified in advance. Providers reserve the right to terminate their agreement with Odycy within a reasonable period if they do not agree to the fee increase.
2. Modifications to fees and commissions shall not be applied retroactively and shall only apply to transactions occurring after the effective date of the changes.

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16. Availability

1. While Odycy strives to provide continuous access to the platform and scheduling software, there may be instances where the service becomes temporarily unavailable due to technical issues or unforeseen circumstances.
2. Routine maintenance is necessary to ensure optimal performance and security. Odycy will provide advance notice of planned maintenance, detailing the date, time, and expected duration.
3. There may be times when unforeseen issues demand immediate action. In these instances, Odycy may initiate unscheduled maintenance to resolve the issue promptly.
4. Service interruptions might occur due to external factors beyond Odycy's control, such as third-party infrastructure failures or internet service disruptions.
5. Odycy shall not be liable for any direct or indirect loss, including but not limited to, loss of earnings, revenue, business opportunities, or data incurred by providers or patients due to periods of unavailability, whether scheduled or unscheduled, or arising from any technical issues or service interruptions.
6. By using Odycy, providers and patients acknowledge and accept the risks associated with potential platform unavailability and agree not to hold Odycy responsible for any claims, losses, or damages resulting from such unavailability.

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17. Duration & Renewal

1. Listing Fee: The listing service operates on a rolling monthly basis with the option for an annual commitment at a discounted rate. Providers can cancel the listing service at any point before the next payment cycle to prevent renewal for the following month or year, depending on the chosen payment plan.
2. Scheduling Software: Providers are subject to a pay-per-use system. Cancellation of this service requires a 30-day written notice. If a notice is not provided, the service will automatically renew for the subsequent month.
3. Secretarial Services: This service has a monthly duration. Providers will be automatically renewed at the end of each month unless a 30-day written notice of cancellation is given.

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18. Termination

1. Providers may terminate any of the aforementioned services based on the respective notice periods: immediate for the listing service (before the next due payment), 30 days for both the scheduling software and secretarial services. Termination notices must be submitted in writing. If a service has been prepaid on an annual basis, it will remain active until the end of the term despite termination. Refunds will not be provided for any unused portion of the term.
2. Odycy Ltd reserves the right to terminate a Provider's services by giving 30 days written notice. In situations where a Provider significantly breaches the terms, Odycy may reduce the notice period at its discretion.
3. Should a Provider wish to return after termination, Odycy Ltd may apply charges for reactivation. The specifics of such fees will be communicated upfront.

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19. Technical Support and Training

1. Odycy is committed to providing technical support to our providers to ensure the smooth operation of our platform and scheduling software.
2. Our support team is available to assist providers with technical problems, software issues, hardware-related access problems, and inquiries related to platform functionality, features, and usage.
3. Providers are encouraged to promptly report any issues they encounter while using the Odycy platform, enabling us to address and resolve them effectively.

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20. Auditing and Compliance Monitoring

1. Odycy reserves the right to conduct periodic audits of provider accounts and user activity on the platform to ensure compliance with these terms and applicable laws. Providers are required to cooperate with these audits, providing requested information and documentation in a timely manner.

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21. Insurance

1. Odycy Ltd maintains insurance policies covering risks associated with the services it provides to Providers via the Odycy platform.
2. Upon request, Odycy Ltd will provide Providers with full details of the insurance policies, including coverage and premium information.

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22. Indemnification

1. Providers agree to indemnify, defend, and hold harmless Odycy, its officers, directors, employees, agents, and affiliates, from and against any claims, losses, damages, liabilities, settlements, and expenses (including but not limited to legal fees) arising from or related to:

1. Their misuse of the platform, where "misuse" includes but is not limited to violations of this platform's terms of service, any misrepresentation, unauthorised activities, or any other actions or omissions that breach any applicable laws or regulations.
2. Providers shall promptly notify Odycy of any such claim, and shall have the right, at their own expense, to control the defence of any such claim.

1. Providers are responsible for covering all costs, including legal fees, settlements, and judgments, incurred by Odycy in connection with any such claim.

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23. Limitation of Liability

1. Odycy Ltd's liability is limited to the total fees paid by the Provider to Odycy Ltd in the twelve (12) months preceding the event giving rise to the liability.
2. Odycy Ltd is not liable for indirect, consequential, special, incidental, or punitive damages, except for liability arising from fraud, gross negligence, or willful misconduct.
3. Odycy Ltd provides no warranties beyond those expressly set forth in this Agreement.

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24. Force Majeure

1. Odycy is not liable for service unavailability or interruptions caused by Force Majeure Events.
2. In the event of a Force Majeure Event, obligations will be extended accordingly, and both parties will cooperate to mitigate the impact.
3. If a Force Majeure Event prevents obligations for more than six (6) continuous weeks, the unaffected party may terminate the Agreement with notice.

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25. Incorporation of Policies

1. By using the Odycy platform, you acknowledge that our Web & Cookie Policy, Privacy Policy, and Lawful Basis Policy are binding along with these Terms of Service.
2. Review and understand these policies as they apply in conjunction with these Terms of Service.

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26. Material Breach of Agreement

1. Either party may consider the occurrence of a "material breach" of this Agreement if:

1. The party fails to make a payment due under this Agreement within 30 days after the due date, following written notice.
2. The party discloses Confidential Information to unauthorised third parties, violating the confidentiality obligations herein.
3. The party repeatedly violates incorporated policies, including but not limited to age restrictions, licensure requirements, or other relevant criteria.
4. The party infringes the other party's intellectual property rights, including copyrights, trademarks, or trade secrets.
5. The party persistently and substantially breaches this Agreement, as determined by the other party, even after written warnings.
6. The party fails to comply with applicable laws, resulting in legal actions.

1. Upon written notice specifying the breach, the breaching party must remedy the breach within a reasonable timeframe. Failure to do so allows the non-breaching party to terminate this Agreement immediately and seek remedies under law.

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27. General

1. The Provider shall not assign, encumber, or transfer its rights or benefits under this Agreement.
2. No third-party rights are granted or implied under this Agreement.
3. Any notice under this Agreement must be in writing and sent by email to the provided addresses.
4. In the event of an invalid provision, the remaining provisions remain valid to the fullest extent permitted by law.
5. This Agreement does not establish a partnership, agency, or authorise commitments for another party.
6. This Agreement constitutes the entire agreement between the Parties, superseding all previous agreements.
7. This Agreement is governed by the laws of England, with disputes subject to the exclusive jurisdiction of the courts of England.

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By accessing and using the Odycy Platform, you acknowledge and agree to abide by the terms and conditions stated herein. Should you disagree with any aspect of these terms, it is imperative that you refrain from using the services offered by Odycy.

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These terms and conditions contain critical legal obligations and provisions that Odycy and its users will rely upon. We strongly urge you to review and understand these terms thoroughly before accessing or utilising our services.

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Schedule 1

Version: 1.0

Last updated: 26th September 2023

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1. Fees are payable in: Great British Pounds Sterling (GBP)

Terms of Service: Referrers

Version: 1.0

Last updated: 26th September 2023

Summary

Executive Summary: Terms of Service - Referrers

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1. Agreement by Usage: Utilising Odycy services means you agree to their terms. Those unwilling to agree should not use the services.
2. Key definitions

1. Odycy Limited: Registered in England, company number 13571656. Address: 37 Keyberry Road, Newton Abbot, Devon, England, TQ12 1BX.
2. Swoon: Trading name for Odycy’s three-sided marketplace. The name is inspired by "Get Well Soon".
3. Provider: Licensed medical professionals or entities offering health-related services.
4. Patient: Individuals receiving or seeking health services.
5. Referrer: Persons or entities directing patients to specific providers based on certain criteria.
6. User: Anyone interacting with the Odycy platform, including referrers, patients, and providers.
7. Odycy Services: A suite of offerings such as platform features, customer support, and listing services designed to bridge referrers, patients, and providers.

1. Registration:

1. Eligibility: Referrers should be licensed, without active malpractice or disciplinary actions, and uphold professional ethics.
2. Process: Referrers must submit professional credentials, qualifications, and contact information.
3. Verification: Odycy may use third-party services or internal processes for verifying referrer details.
4. Profile Maintenance: Referrers are responsible for ensuring their profiles are up-to-date.

1. Account Management:

1. After successful registration, referrers receive unique login credentials.
2. Strong password practices are advised.
3. Referrers are accountable for activities under their account and should immediately report any security concerns.

1. Consent & Rights:

1. By registering, referrers affirm their understanding and agreement to these terms.
2. Odycy grants referrers limited access to its marketplace to facilitate referrals.

1. Referrer Responsibilities:

1. Abide by all relevant laws, especially those related to patient referrals and data.
2. Cooperate with Odycy, providers, and patients, ensuring optimal patient care and smooth operations.
3. Communicate transparently with patients about referrals and notify Odycy about any platform-related issues.

1. Confidentiality:

1. Referrers must maintain the confidentiality of all platform information, especially patient and business data.
2. Regular audits are recommended to ensure data security.

1. Intellectual Property:

1. All intellectual property rights related to the Odycy platform remain with Odycy Ltd.
2. Referrers retain rights to their intellectual property but grant Odycy a limited licence for service facilitation.
3. Unauthorised use or infringement of intellectual property rights, whether belonging to Odycy or referrers, is prohibited.

1. Confidentiality

1. "Confidential Information" refers to non-public info shared between parties.
2. Both Odycy Ltd and referrers agree to keep this information confidential.
3. Neither can disclose Confidential Information without permission.
4. There are exceptions, e.g., if the information was already known or becomes public.
5. The confidentiality lasts for 4 years, but trade secrets are indefinite.
6. On termination or request, return or destroy all Confidential Information.
7. Unauthorised disclosure can lead to serious consequences, including legal action.

1. Referral Protocols

1. Referrals are when one medical professional sends a patient to another.
2. The patient must give consent before the referral.
3. Relevant medical history should be shared.

1. Availability

1. Odycy Ltd tries to keep the platform running at all times.
2. There might be interruptions due to maintenance or technical issues.
3. Referrers should have backup methods in case of long interruptions.
4. Odycy will keep users informed of any service interruptions.

1. Duration & Renewal

1. A referrer's association with Odycy is ongoing unless terminated.
2. No hidden renewal fees.
3. Referrers should keep their details updated.

1. Termination

1. Odycy can end a referrer's participation for major breaches or harmful activities.
2. Referrers can also end their participation anytime but must notify in writing.
3. Upon termination, referrers must wrap up existing obligations.
4. Odycy will handle the referrer's data according to legal policies after termination.
5. Auditing and Compliance:

1. Objective: Ensure adherence to the platform's terms and legal compliance.
2. Process: Odycy may periodically review activities of referrers on the platform.
3. Requirement: Referrers are obligated to cooperate during these reviews.

1. Indemnification:

1. Stipulation: Referrers agree to protect and compensate Odycy Ltd against any damages or claims arising due to misuse of the platform or any breaches.
2. Cooperation: If claims arise, Odycy Ltd will notify referrers, who must then defend against these claims at their own expense.

1. Limitation of Liability:

1. Odycy Ltd is exempted from responsibility for any consequential or indirect damages experienced by referrers while using the platform.

1. Force Majeure:

1. Neither party is liable for non-performance due to unforeseen events beyond their control, like natural disasters or wars.

1. Incorporation of Policies:

1. By using the platform, referrers acknowledge and are bound by Odycy's Web & Cookie Policy, Privacy Policy, and Lawful Basis Policy, which work alongside these Terms of Service.

1. Material Breach of Agreement:

1. Defines "material breach" as violations ranging from disclosing confidential information to consistently infringing on this Agreement.
2. After a breach is notified, the offending party must rectify it promptly; otherwise, the aggrieved party can terminate the agreement and seek legal remedies.

1. General Provisions:

1. Referrers cannot transfer or assign their rights under this Agreement.
2. No rights are provided to third parties under this Agreement.
3. Any notices should be in writing and sent via email.
4. Invalid provisions do not nullify the entire Agreement.
5. This Agreement doesn’t establish a partnership or agency between parties.
6. The Agreement is the complete understanding between the parties, replacing any prior agreements.
7. The laws of England govern the Agreement, with disputes settled in English courts.

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This summary condenses the terms and conditions, but it's essential for individuals to review the full terms before engaging with the platform.

Terms of Service: Referrers

Agreement by Usage: Your use of the Odycy services constitutes your agreement to abide by these Terms. If you do not agree to these Terms, please refrain from using the Services.

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Critical Terms: It is essential to carefully read and understand these Terms and Conditions. They contain legal obligations and significant provisions that will be enforced.

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1. Definitions and Interpretation:

1. Odycy: Odycy Limited. Company number 13571656. Registered office address: 37 Keyberry Road, Newton Abbot, Devon, England, TQ12 1BX.
2. Swoon: Is a trading name of Odycy and refers to the three sided marketplace that it operates. The trading name for Swoon originated from, Get Well Soon.
3. Provider: An individual or entity that offers and delivers medical or health-related services to patients. This can include professionals, clinics, or hospitals. Providers are usually licensed or certified in their field and adhere to professional standards and regulations. They can operate independently or within larger healthcare networks.
4. Patient: Refers to an individual seeking or receiving medical or health-related services from a Provider. The term "Patient" can be interchangeably used with "Customer" in contexts where services are transactional or non-clinical in nature.
5. Referrer: An individual or entity that recommends or directs a Patient or Customer to a specific Provider or service. This recommendation or direction can be based on medical need, service quality, or other relevant criteria.
6. User: Any individual or entity that interacts with or utilises a platform, system, or service. In the context of Odycy, this encompasses Providers, Referrers, and any other party accessing or using the platform's features or functionalities. The term 'user' is broad and can represent various roles depending on the specific context.
7. Services:

1. Odycy Services include diverse offerings and tools, such as platform features, customer support, secretarial assistance, and listings, designed to create a seamless connection between Referrers, Patients, and Providers.
2. Provider Services refer to the medical treatments and diagnostic procedures offered by healthcare professionals and entities to patients and customers.

1. Platform: Refers to the online interface or software used to manage bookings, payments, and related functionalities provided by Odycy.

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2. User Registration, Eligibility, and Responsibilities:

1. Eligibility Criteria for Registration:

1. Referrers must be licensed or registered professionals within their respective healthcare or related disciplines if it is required for their profession.
2. Referrers must not have any active malpractice or disciplinary actions against them.
3. Referrers must act in adherence to recognised ethical standards of their profession.

1. Registration Process:

1. During the registration process, referrers are required to submit necessary credentials, including but not limited to, professional licences, certifications, or qualifications.
2. All referrers are obligated to provide valid contact information, including an email address, phone number, and physical address, to facilitate communication with Odycy.

1. Information Verification:

1. Odycy Ltd may utilise third-party services or internal processes to verify the credentials and information provided by the referrers during registration.
2. Should discrepancies arise during the verification process, Odycy Ltd reserves the right to contact the referrer for clarification or to request additional documentation.

1. Profile Maintenance:

1. Referrers must ensure that their profile information remains current, accurate, and comprehensive.
2. Any changes in professional status, contact details, or services offered must be promptly updated on the profile.
3. Periodic reminders may be sent by Odycy Ltd to referrers, encouraging them to review and update their profile information.

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3. User Accounts and Access Control:

1. Upon successful verification of registration details, referrers will be provided with unique login credentials to access the platform.
2. Referrers are advised to use a strong password, which should be a combination of letters, numbers, and special characters, and change it regularly.
3. Referrers are solely responsible for all activities that occur under their account.
4. Any unauthorised use or suspected breach of account security must be immediately reported to Odycy Ltd.
5. Referrers should ensure that they securely log out of their account after each session, especially when accessing the platform from public or shared devices.

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4. User Consent:

1. By initiating the registration process and creating an account on the Odycy platform, referrers hereby confirm that they have read, comprehended, and unequivocally agree to the terms and conditions stipulated in this agreement.
2. Referrers understand that their continued use of the platform signifies their binding acceptance of these terms.

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5. Grant of Rights to Use the Service:

1. Referrers are hereby granted a non-exclusive, revocable, and limited right to access and use the Odycy's three-sided marketplace. This access is specifically designed to allow referrers to recommend or guide patients to particular Providers or services based on their professional judgement and expertise.

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6. Responsibilities and Cooperation:

1. Referrers are bound to strictly follow all local, national, and international laws and regulations pertinent to their operations, especially those relevant to patient referrals and data management.
2. Referrers are expected to foster a spirit of collaboration with both Odycy and Providers. This includes timely responses to queries, feedback, and other communications, ensuring smooth operations and superior patient care.
3. Clear, honest, and prompt communication with Patients, concerning the rationale behind recommendations or referrals, is paramount.
4. Referrers are urged to immediately bring to Odycy's notice any technical glitches, platform anomalies, or service-related concerns they encounter. Such timely reporting enables Odycy to promptly address and rectify issues, ensuring uninterrupted service.

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7. Data Confidentiality:

1. Referrers must treat all information accessed on the platform with the highest degree of confidentiality. This pertains especially to patient data, Provider specifics, and any sensitive business-related information.
2. Any unauthorised dissemination, usage, or mishandling of such information can lead to severe consequences, including legal actions and account suspension or termination.
3. Referrers must ensure that platform access is strictly limited to those individuals who are expressly authorised and have a legitimate need to access such information for professional purposes.
4. Regular reviews and audits of access rights should be conducted to eliminate any potential security risks.

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8. Intellectual Property:

1. All rights, title, and interest, including but not limited to copyrights, trademarks, patents, trade secrets, and any other form of intellectual property associated with the Odycy platform, remain the exclusive property of Odycy Ltd. No part of this agreement confers any ownership rights to Referrers or any third parties.
2. While Referrers maintain full ownership and rights to their own intellectual property, by using the Odycy platform, they grant Odycy Ltd a non-exclusive, worldwide, royalty-free licence to utilise said intellectual property. This licence is strictly for the purpose of facilitating the services as stipulated in this agreement.
3. Any unauthorised use, reproduction, distribution, modification, or public display of the Odycy platform or any of its contents is strictly prohibited. Referrers must refrain from any activity that infringes upon the intellectual property rights of Odycy Ltd or other parties.
4. Should Referrers become aware of any potential infringements on their intellectual property rights or those of others on the Odycy platform, they are obligated to swiftly notify Odycy Ltd in writing. Odycy Ltd will then undertake necessary actions, as deemed appropriate, to investigate and address such concerns.

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9. Confidentiality

1. For the purpose of this Agreement, "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, but is not limited to, proprietary business information, trade secrets, patient data, technical data, and any information marked as "confidential".
2. Both Odycy Ltd and referrers agree to hold and treat all Confidential Information of the Disclosing Party in strictest confidence and to take all reasonable precautions to prevent any unauthorised disclosure of such Confidential Information, including, but not limited to, disclosing Confidential Information only to their employees, contractors, or agents on a "need to know" basis and who are bound by confidentiality obligations similar to those herein.
3. Neither Odycy Ltd nor referrers shall disclose any Confidential Information to third parties without the prior written consent of the Disclosing Party. Furthermore, neither party shall use the other's Confidential Information for any purpose other than in the performance of their respective obligations under this Agreement.
4. Exceptions: The obligations of confidentiality shall not apply to information that:

1. Was already known to the Receiving Party prior to the disclosure by the Disclosing Party;
2. Becomes publicly available other than through a breach of this Agreement by the Receiving Party;
3. Is independently developed by the Receiving Party without using or referring to the Disclosing Party's Confidential Information;
4. Is rightfully received by the Receiving Party from a third party who has the right to disclose it without any obligation of confidentiality.

1. The obligations set forth in this confidentiality section shall continue for a period of four (4) years from the date of the last disclosure of Confidential Information. However, to the extent any Confidential Information constitutes a trade secret under law, the obligations of confidentiality shall continue for as long as such Confidential Information remains a trade secret.
2. Upon termination of this Agreement or at the Disclosing Party's request, the Receiving Party shall promptly return or, if instructed by the Disclosing Party, destroy all copies of the Disclosing Party's Confidential Information in its possession or control.
3. In the event of unauthorised disclosure or loss of Confidential Information by the Receiving Party or its representatives, the Receiving Party shall provide prompt notice to the Disclosing Party and take all reasonable actions as may be necessary to minimise the impact of such disclosure or loss.
4. Both parties acknowledge that any unauthorised disclosure or use of Confidential Information may cause irreparable harm to the Disclosing Party, for which damages may not be an adequate remedy. Therefore, in addition to any other remedies available at law, the Disclosing Party shall be entitled to seek injunctive relief to prevent the breach or threatened breach of this section.

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10. Referral Protocols

1. Referrals are an integral process in which one medical professional entrusts the care of their patient to another professional due to the latter's expertise, specialisation, or resources which may be beneficial for the patient.
2. Before making a referral, the referring party must obtain explicit consent from the patient being referred. This consent should inform the patient about the reasons for the referral, the details of the receiving professional, and what to expect next in their care journey.
3. The referring party should ensure that all relevant medical history, tests, and other pertinent details are shared with the receiving party so as to facilitate a seamless transition of care and avoid redundancy of diagnostic or therapeutic procedures.

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11. Availability

1. Odycy Ltd strives to ensure that the platform remains accessible and functional for users at all times. Continuous efforts are made to minimise downtime and enhance the user experience.
2. Users, especially referrers, are advised to be aware that, despite best efforts, occasional service interruptions may occur. These interruptions can arise due to scheduled maintenance, unforeseen technical glitches, system updates, or other unpredictable factors.
3. From time to time, Odycy Ltd may need to perform scheduled maintenance on the platform. In such cases, users will be provided with advance notice, wherever possible, about the anticipated duration and timing of the maintenance.
4. In the event of unexpected technical issues or other unanticipated interruptions, Odycy Ltd will make every effort to rectify the situation promptly and restore the platform's functionality. However, the exact duration of such interruptions might not always be predictable.
5. Referrers are advised to maintain backup methods or procedures for critical functions that rely on the platform. This ensures continuity of care and operations in the unlikely event of extended service interruptions.
6. Odycy Ltd will communicate any anticipated or current service interruptions through designated communication channels such as email notifications, platform alerts, or official website announcements.
7. By using the Odycy platform, users acknowledge the potential for service interruptions and agree to abide by the procedures and guidelines as outlined. Users are also encouraged to stay informed about updates or announcements concerning platform availability to ensure seamless operations.

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12. Duration & Renewal

1. Continuous Participation: Once enrolled as a referrer, your association with Odycy Ltd is deemed continuous and ongoing unless and until it is explicitly terminated by either party.
2. If, at any point, you decide to cease your participation as a referrer, you are permitted to do so. However, to ensure clarity and proper record-keeping, you are required to notify Odycy Ltd of your decision in writing.
3. There are no implicit renewal fees or charges associated with the continuous participation of referrers unless otherwise specified in separate agreements or terms.
4. Referrers are encouraged to keep their details and profiles updated on the platform to ensure effective communication and facilitation.

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13. Termination

1. Odycy Ltd retains the right to terminate a referrer's participation in instances of significant breaches of the agreed terms, or if the referrer engages in activities that are unlawful or inconsistent with the objectives and reputation of Odycy.

1. Notice of Termination: In such instances, Odycy Ltd will provide the referrer with a written notice outlining the reasons for termination and any corrective actions, if applicable.
2. Opportunity to Remedy: Unless the breach is of a nature that cannot be remedied, referrers will be provided a specified period to rectify the breach to the satisfaction of Odycy Ltd.

1. Referrers also hold the right to terminate their participation at any given time. To formalise the termination, referrers must provide Odycy Ltd with a written notice stating their intent to terminate and any reasons, if applicable.
2. Upon termination, referrers must fulfil any outstanding obligations, complete any ongoing referrals, and ensure a smooth transition of any active engagements to ensure patients are not adversely affected.
3. Post-termination, Odycy Ltd will retain or delete the referrer's data in accordance with its data retention policies and in compliance with applicable laws.
4. By engaging with Odycy Ltd as a referrer, you acknowledge and agree to the aforementioned terms regarding duration, renewal, and termination. It is recommended that referrers periodically review these terms and related documents to stay updated on their rights and obligations.

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14. Auditing and Compliance Monitoring:

1. To ensure adherence to these terms and legal compliance, Odycy may periodically review referrer activities on the platform. Cooperation with these reviews is mandatory.

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15. Indemnification:

1. Referrers hereby agree to indemnify, defend, and hold harmless Odycy Ltd, its affiliates, officers, directors, employees, agents, and partners from and against any claims, losses, damages, liabilities, penalties, actions, proceedings, or judgments arising from or related to the referrer’s misuse of the platform or any breach of this agreement or applicable laws.
2. Odycy Ltd shall promptly notify the referrer of any such claims or proceedings and, at the referrer's expense, cooperate in the defence.

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16. Limitation of Liability

1. Odycy Ltd shall not be held liable for any indirect, incidental, consequential, or special damages arising from or related to referrers' use of the platform.

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17. Force Majeure

1. Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, wars, terrorist acts, riots, embargoes, acts of civil or military authorities, fire, floods, or accidents.

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18. Incorporation of Policies

1. By using the Odycy platform, you acknowledge that our Web & Cookie Policy, Privacy Policy, and Lawful Basis Policy are binding along with these Terms of Service.
2. Review and understand these policies as they apply in conjunction with these Terms of Service.

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19. Material Breach of Agreement

1. Either party may consider the occurrence of a "material breach" of this Agreement if:

1. The party discloses Confidential Information to unauthorised third parties, violating the confidentiality obligations herein.
2. The party repeatedly violates incorporated policies, including but not limited to age restrictions, licensure requirements, or other relevant criteria.
3. The party infringes the other party's intellectual property rights, including copyrights, trademarks, or trade secrets.
4. The party persistently and substantially breaches this Agreement, as determined by the other party, even after written warnings.
5. The party fails to comply with applicable laws, resulting in legal actions.

1. Upon written notice specifying the breach, the breaching party must remedy the breach within a reasonable timeframe. Failure to do so allows the non-breaching party to terminate this Agreement immediately and seek remedies under law.

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20. General

1. The referrer shall not assign, encumber, or transfer its rights or benefits under this Agreement.
2. No third-party rights are granted or implied under this Agreement.
3. Any notice under this Agreement must be in writing and sent by email to the provided addresses.
4. In the event of an invalid provision, the remaining provisions remain valid to the fullest extent permitted by law.
5. This Agreement does not establish a partnership, agency, or authorise commitments for another party.
6. This Agreement constitutes the entire agreement between the Parties, superseding all previous agreements.
7. This Agreement is governed by the laws of England, with disputes subject to the exclusive jurisdiction of the courts of England.

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By accessing and using the Odycy Platform, you acknowledge and agree to abide by the terms and conditions stated herein. Should you disagree with any aspect of these terms, it is imperative that you refrain from using the services offered by Odycy.

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These terms and conditions contain critical legal obligations and provisions that Odycy and its users will rely upon. We strongly urge you to review and understand these terms thoroughly before accessing or utilising our services.

Cookie Policy

Version: 1.0

Last updated: 26th September 2023

How we use cookies

‍A cookie is a small file which asks permission to be placed on your computer's hard drive. Once you agree, the file is added, and the cookie helps analyse web traffic or lets you know when you visit a particular site. Cookies allow web applications to respond to you as an individual. The web application can tailor its operations to your needs, likes and dislikes by gathering and remembering information about your preferences.

We have tried to cover all cookies in this list that we or our service providers use. Please be aware that there may be a delay in updating this list. If you do notice any discrepancies please be sure to let us know.

Content management and responsibility

Odycy Ltd., "Odycy", and the hosts of this website, accept no responsibility for, and exclude all liability in connection with browsing this website, use of information on this website and downloading any material from it, including, but not limited to, any liability for errors, inaccuracies, omissions or misleading or defamatory statements.

Downloads

Although every reasonable effort is made to ensure that files are free of defects and viruses, there are no guarantees that they are free from defects or computer viruses. Therefore, no warranty or guarantee is given by Odycy, regarding files downloaded or accessed through Odycy’s website or through a link accessed via Odycy’s website.

Website contents

This website is intended to enable information relevant to the work of Odycy, to be freely available on the World Wide Web. Whilst Odycy hopes you find this website interesting and informative; the contents are for general information only. Odycy believes the contents to be true and accurate as at the date of writing, but can give no assurances or warranties regarding the accuracy, currency or applicability of any of this website's contents. As such, the contents of this website should not be relied upon. In addition, none of the content of this website will form any contract between Odycy and any user of the website, nor constitute any offer by Odycy. The use of and access to pages of the Odycy website is subject to the foregoing disclaimer, and the terms and conditions set out below. By using or accessing this website, you agree to be bound by these terms and conditions.
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Odycy shall not be liable for any loss or damage howsoever arising in connection with the content of the website. Odycy does not guarantee that the website will be error-free, omission-free, uninterrupted or without delay.

Website security

Whilst Odycy makes all reasonable attempts to exclude viruses from the website, we cannot guarantee that the website will be virus free and accept no liability in the unlikely event that the website is not virus free.

Users are recommended to take appropriate safeguards before downloading information from this website. 

Access to information

Odycy will not share your confidential information with anyone outside of Odycy. You are prohibited from posting or transmitting, to and from, the website any unlawful, threatening, defamatory, obscene, and pornographic or other material which would violate any law.

Unless otherwise specified, the materials on this website are directed solely at those who access this website from the United Kingdom mainland. Odycy makes no representation that any information, product or services referred to in the materials on this website are appropriate for use, or available, in other locations. Those who choose to access this website from other locations are responsible for compliance with local laws if and to the extent local laws are applicable.Users are recommend 

Website availability

Although the website has been tested and should work correctly under normal circumstances, there are many factors both within and outside of the control of Odycy, which may prevent the website from being available.

No responsibility is accepted by Odycy for any losses howsoever caused that may arise from an inability to access or to access resources through its website.

If you find any errors within the Odycy website, including links that do not work, pages linked to the wrong document and out of date information, please email info@odycy.comAlthough the website has been tested and should work correctly under normal circumstances, there are many factors both within and outside of the control of Odycy, which may prevent the website from being available.

Website security

Whilst Odycy makes all reasonable attempts to exclude viruses from the website, we cannot guarantee that the website will be virus free and accept no liability in the unlikely event that the website is not virus free.

Users are recommended to take appropriate safeguards before downloading information from this website.

We are committed to respecting and protecting your privacy when we deal with your personal information.  The following privacy notice gives you details on the information we collect about you, how we protect and use it, and your rights.  If you have any questions about how we use your information, please email us at info@odycy.com

Further information can be provided from our Data Protection Officer on info@odycy.comvirus free