These Conditions contain the following sections:
These Conditions apply to any use by you of the Website. The Glossary in Schedule 1 sets out what we mean by each defined term, for the purposes of these Conditions. When a contract is entered into on these Conditions, the parties will be:
(a) us, Sleepstation, or Born Digital Health Ltd, also referred to as “the Website Provider”, “we” and “us”, (all of these expressions include any person to whom we have assigned our rights under these Conditions and, where the context permits, any Affiliates of ours or other person acting on our behalf); and
(b) you, also referred to as “the Web User”, “Customer” and “Approved Person”
1.1 Our Services are eligible only to individuals who can form legally binding contracts under English law. Without limiting the foregoing, our Services are not available to minors, and you must be over 18 years of age to enter into a contract with us. If you do not qualify, please do not use our Services.
1.2 In the event that we discover you are not eligible to enter into a contract with us, we shall reserve the right to withdraw our Services from you.
1.3 Our Services may supplement services offered to you by your GP or other healthcare professionals, but may not always be appropriate for you and are not intended to replace these others services. It is important that you keep your GP and other healthcare professionals informed about the Services you are receiving from us.
2.1 You have provided information required by us in the approval process through the Website, with a view to becoming an Approved Person. Once you accept these Conditions in the manner indicated by the Website, your acceptance will constitute:-
2.1.1 an offer by you to contract on the terms of these Conditions; and
2.1.2 your agreement that data provided by you pursuant to these Conditions may be used in accordance with Condition 10 (Data Protection); and
2.1.3 a representation by you that no information provided or to be provided by you in connection with the approval process or subsequent process will infringe any law.
2.2 You agree that the decision to grant you Approved Person status, or allow such status to continue in relation to all or any part of the Website Services is for our absolute discretion. We shall be entitled to take such time as we require to satisfy ourselves (or otherwise) of your suitability for Approved Person status at the outset and may also review the position subsequently, terminating your status as Approved Person for any reason at our absolute discretion.
3.1 The conditions may be amended by us at any time by posting the amended Conditions on the Website. The amended Conditions will be effective upon the effective date indicated in them. We therefore recommend that you monitor the conditions from time to time.
3.2 We may add or delete any part or all of the Website Services at our discretion at any time.
3.3 We shall be entitled to monitor the Website as often as, and in such manner as, we see fit. We shall further be entitled to suspend the operation of the Website, or any of the Website Services, temporarily or permanently, for any reason whatsoever.
3.4 The Conditions will not be modified except in accordance with Condition 3.1 or 3.2.
4.1 The following provisions set out our entire liability and your attention is in particular drawn to the provisions of this clause.
4.2 We shall attempt to ensure that the information available on the Website at any one time is truthful and accurate.
4.3 Notwithstanding any other provision of the Conditions, we shall have no liability to any person in respect of any loss, damage, costs, claims and proceedings and expenses (including without limitation, legal expenses) whatsoever awarded against or incurred or paid by you in connection with:-
4.3.1 either a failure by you to provide information or false information being provided by you during any approval procedure or Assessment procedure regarding (but not limited to) your medical history, degree of sleepiness and psychiatric history;
4.3.2 the Website, or any part of it, being or becoming unavailable to persons generally or any category of them or any delay arising in the communication of information from the Website;
4.3.3 the Website, or any part of it, containing false, misleading or illegal information or material which is obscene, defamatory, threatening, infringes any Intellectual Property or other right of others and/or damages any hardware or software;
4.3.4 any virus, bug or other interference or access to the Website and/or any System (or any information technology system linked to it) by unauthorised persons (howsoever arising, including by virtue of our negligence) preventing or affecting the operation of all or any part of the Website or the security arrangements in connection with the Website or the failure to correct any defect in connection with the Website;
4.3.5 any person accessing any information including (without limitation) financial, banking and other payment details of any Web User PROVIDED THAT the Website Provider shall take reasonable steps to have in place security arrangements so as to prevent such access.
4.4 Subject to the other provisions of this Condition 4, our aggregate liability to any Web User in respect of loss of or damage to any property, real or personal whether such liability arises in contract or in tort (including negligence or otherwise) shall not exceed the aggregate of all sums paid by such Web User under these Conditions in the twelve (12) months preceding such liability arising.
4.5 In no circumstances shall we, our employees, our agents or any other person acting on our behalf be liable for any direct, incidental or consequential loss.
4.6 Without prejudice to the generality of the foregoing provisions, the Website Services are provided without warranty of any kind, either express or implied, including (without limitation) any warranty as to the information supplied or any decisions made through using the Services.
5.1 You will indemnify, defend, and hold us and/or Affiliates, employees, independent contractors, officers, directors, agents, successors and assigns harmless from and against any suits, losses, claims, demands, liabilities, costs and expenses (including legal and accounting fees) (“a Claim”) arising out of or relating to any claim or action based upon a breach of these Conditions by you.
5.2 We shall:
(a) provide you with prompt written notice of any Claim;
(b) permit you to control the defence and settlement of any Claim but only if you meet the costs in full of any such defence or settlement; and
(c) not enter into any settlement or compromise of any Claim without your prior consent.
6.1 You shall be responsible for complying with all laws in England and Wales. Clients accessing this service when physically located outside the UK accept that they do so as if located within the UK; Our Conditions shall be construed and governed in all respects in accordance with the laws of England and Wales and any dispute or differences in relation to these Conditions shall be subject to the exclusive jurisdiction of the English Courts.
6.2 You shall:
6.2.1 not use any device, software or routine to knowingly or intentionally interfere with the proper working of the Website or the Website Services or cause any virus, bug or other interference to be introduced into the Website or any System;
6.2.2 ensure that no information provided on your behalf is obscene, defamatory or threatening or breaches any Intellectual Property or other rights of others and/or damages any of our hardware or software or any hardware or software of third parties; and
6.2.3 not knowingly or intentionally undertake any action which either disrupts the Website or imposes an unreasonable or disproportionately large load on the Website’s infrastructure.
6.3 You will meet all costs incurred by you in connection with your use of the Website Services.
6.4 To receive Services you must provide us with complete and accurate information during the Assessment and approval procedure.
7.1 Most of the content of the website is only available after payment by either yourself or an organisation on your behalf. The NHS is one such organisation which may fund your access. We have a number of treatment options available - ‘the Services’. Details of NHS services can be found on our NHS Options page. Details of services available for private purchase can be found by completing a short questionnaire on the homepage. Services remain active for the specified amount of time. When your chosen service has expired you will only have access to a subset of the information available when a service is active.
7.2 Payment, where required, is to be made by debit card, credit card or Paypal on the day that you register for the Service. Access to the digital service will be granted immediately following receipt of an online payment.
7.3 You agree to pay the applicable fee (as set out in 7.1 above), even in the event that you wish to cancel the Services, unless the request for cancellation is made within 7 days of the fee being paid and providing none of the programme has been commenced, including the Assessment. However it is our policy to provide refunds in those situations where continued use of the programme is halted by us as a result of the Assessment, unless we anticipate that continued use of the programme would likely to be possible after confirmation of suitability by your GP or other equivalent healthcare professional.
7.4 Whilst the programme is designed to help, there is no guarantee it will make your sleep (and related problems) better and no refund of monies paid or costs incurred, and no continuing or further input will be offered or provided, should you fail to improve or your condition worsens.
8.1 Either of us can terminate this Agreement or the provision or receipt of Services by giving 48 hours notice in writing. In the event that this Agreement is terminated by you, you must pay us all the charges outstanding at the time of termination.
8.2 Should you give us any false information either during the approval process, during the Assessment or thereafter, we shall treat your contract with us as null and void.
8.3 Without prejudice to any other remedies which may exist, if you fail to comply with any of the Conditions, we shall be entitled to treat the contract then in existence in relation to Web Services as discharged by such breach, immediately following notice from us.
9.1 You shall not assign or transfer or purport to assign or transfer to any other person any rights under these Conditions, without our approval in writing.
9.2 We shall be entitled to assign rights under these Conditions without your prior approval and may sub-let the whole or any part of our obligations under these Conditions without any such approval.
9.3 You acknowledge that (other than in respect of information provided by you) the Intellectual Property Rights in and to the Website and any rights to information, documentation, images and other material of whatsoever nature displayed on the Website are our absolute property and/or the property of third parties contracting with us and you shall assert no right, title or interest in or to any such matter.
9.4 This Website is for personal and non commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, licence, create derivative works from, transfer or sell any information obtained from the Website. You may only download to your personal computer for viewing purposes and print out a number of pages of this Website for your personal use.
9.5 The provisions of this Condition 9 shall survive expiry or termination howsoever arising.
10.1 We shall take reasonable steps to protect the information collected from you and other Web Users and use such information only for the purpose for which it was provided. Please note that during registration of your personal information on the Website you will be asked to consent to the use of that information as set out in this Agreement.
10.2 For the purpose stated in Clause 10.1, the information may be stored and processed. We declare that in accordance with Clause 11, all such information will be treated confidentially. On request by you, by a Court of law or any other body entitled thereto by law, we will supply information on your stored data and correct, delete or prevent the further use of the data held where possible and in line with our legal obligations.
10.3 The parties to this Agreement undertake to one another, where applicable:
10.3.1 to comply at all times with the Data Protection Acts and Regulations;
10.3.2 to obtain and/or maintain all necessary registrations and/or notifications required by the Data Protection Acts and Regulations; and
10.3.3 not to do or permit anything to be done which may cause the other to be in breach of the Data Protection Acts and Regulations including, without limitation, the improper collection, use, disclosure or loss of data held on any computer or other equipment or held by way of manual or other non-computerised systems and any kind of improper use, disclosure or abuse of computer passwords.
10.4 We are committed to protecting your privacy but we cannot guarantee the security of information disclosed by you online since the internet is not a secure medium, and you must assume the entire risk for using the Website. Please therefore be careful and responsible when maintaining the secrecy of any password and/or account information online.
10.5 All information submitted by you, including your credit or debit card details, your address and your email address, is automatically encrypted using the Secure Socket Layer (SSL) protocol, the industry standard for the transfer of sensitive data on the internet.
10.6 In the event that the Website Provider is sold or integrated into another business, your details may be disclosed to our prospective purchaser’s advisers and subsequently to the new owners only for the purposes of maintaining the supply of Services.
10.7 The data controller is Newcastle upon Tyne NHS Foundation Trust, registered with the Information commissioner - registration number is Z6173332.
11.1 Subject to clause 11.2, the parties agree to keep confidential any and all information concerning each other whether disclosed in writing, verbally or in relation to the matters provided for in these Conditions (“the Information”). The parties further agree in particular not to disclose all or any part of that Information to any third party (except as may be required by contract, a mandatory rule of law or order of court of competent jurisdiction or as required for performance of their obligations under these Conditions).
11.2 For the purposes of this clause 11 the parties each agree that the Information shall not include:
11.2.1 information which is or becomes available in the public domain (on the Website or otherwise);
11.2.2 information which the recipient can establish was at its free disposal prior to its receipt under or in connection with this Agreement; or
11.2.3 information at any time received from the recipient from third party not apparently bound (after enquiry) by any obligation of confidence.
12.1 We and you are each independent contractors and no agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by these Conditions.
12.2 A person who is not party to the contract entered into on the terms of these Conditions is not intended to have enforceable rights under such contract.
13.1 Any notices to be sent to either party shall be sent by email to:
13.1.1 us at the email address given in the definition of “Website Provider” in Schedule 1; and
13.1.2 you at the email address specified in our records for you for the time being.
13.2 Notice sent by email shall be deemed to be received twenty four (24) hours after sending unless the sender has by then received notification that the email was not received in circumstances where the sender’s information systems generally issue such notifications and were fully operational for all material purposes at the relevant time.
14.1 No indulgence shown by either party to the other shall prevent that party subsequently insisting upon its rights and remedies under these Conditions.
15.1 The Website may contain links to other sites. Please be aware that if you follow these links, other sites may have different terms and conditions.
15.2 We are not responsible for the content or services available on any other internet site linked to or accessed via this Website or for the terms and conditions of these sites.
16.1 These Conditions shall be construed and governed in all respects in accordance with the laws of England and Wales and any dispute or differences in relation to these Conditions shall be subject to the exclusive jurisdiction of the English Courts.
16.2 Any reference in these Conditions to a statute or provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended from time to time.
16.3 The headings in the Conditions are for convenience only and shall not affect their interpretation.
16.4 Where the context so admits, words importing a singular number only shall include the plural and vice versa, and words importing one gender shall include the other genders.
16.5 If any provision of these Conditions is held to be invalid, void and/or unenforceable, such provision or part shall not affect, and shall be deemed to be severed from, the remainder of these Conditions to the extent that the remainder shall be or continue to be fully valid and enforceable.
16.6 These Conditions constitute the entire agreement between the parties with respect to the subject matter covered by them and supersede and extinguish any representations and understandings previously given or made other than those set out in these Conditions.
1.1 “Affiliate” means in relation to either party, a person (as defined at paragraph 2.1 below) which controls or is controlled by or which is controlled by an entity which controls such party;
1.2 “Approved Person” means a person who has completed the Website’s approval procedure, including an Assessment, and has been approved by us for the purpose of receiving Services.
1.3 “Assessment” means an initial assessment of the Web User by the Website Provider to see if they obtain an Approved Person status.
1.4 “Conditions” means these general conditions for the provision of Services.
1.5 “Data Protection Acts and Regulations” means legislation intended to protect data relating to individuals and their privacy.
1.6 “GP” means your current primary care physician.
1.7 “Intellectual Property Rights” means patents, registered designs, trademarks, utility models (whether registered or unregistered), applications for any of the foregoing and the right to apply therefore in any part of the world; copyrights, design rights, data based rights, topography rights, know-how; all other similar equivalent rights arising or subsisting in any country of the world in relation to the Website or any part of it.
1.8 “Services” means the provision of assessment, therapy and associated support on the Website.
1.9 “System” means the information systems through which a Web User connects to the Website.
1.10 “Website” means the site reference sleepstation.org.uk on the worldwide web and, where the context permits, shall include any Website linked to the sleepstation.org.uk url.
1.11 “Website Provider” means Born Digital Health Ltd.
1.12 “Website Services” means any services which may be supplied according to these Conditions.
1.13 “Web User” means any person entering the Website.
2.1 the word “person” or “persons” or to words importing persons include, without limitation individuals, partnerships, corporations, government agencies, committees, departments, authorities and other bodies, corporate or unincorporated, whether having distinct legal personality or not;
2.2 any agreement or instrument shall include such agreement or instrument as it may from time to time be amended, supplemented or substituted;
2.3 an “agreement” also includes a concession, contract, deed, franchise, licence, treaty or undertaking (in each case) whether oral or written;
2.4 “law” includes common or customary law and any constitution, decree, judgment, legislation, order, ordinance, regulation, statute, treaty or other legislative measure in any jurisdiction or any present or future directive, regulation, request or requirement (in each case) whether or not having the force of law, but, if not having the force of law, the compliance with which is in accordance with the general practice of persons to whom the directive, regulation, request or requirement is addressed.
Terms and Conditions v9 updated 19th August, 2019