1. General terms
This document defines the terms of Service and Software License Agreement (hereinafter referred to as "Agreement") of Shifo Foundation (hereinafter referred to as "Shifo"). The Service and Software License Terms (hereinafter referred to as "Terms") enter into the force and effect when Customer shall sign an Agreement.
Following definitions and rules of interpretation apply in this document:
- Authorised Users: employees, agents and independent contractors of the Customer, and/or organisations that are authorised by the Customer to use the Shifo Services and Software.
- Authorised Shifo Partner: legal entity that has been certified by Shifo as Shifo Partner.
- Brand and Trademark: trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
- Effective date: the date on which an Agreement takes effect.
- Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information.
- Customer Data: the data inputted by the Customer, Authorised Users, or Shifo on the Customer's behalf for the purpose of using the Service and/or Software.
- Documentation: shall include educational materials, user guides, and other legal documents.
- Help desk: a resource center intended to provide the customer with information and support related to Shifo's products and services.
- License: legal framework governing the use and/or distribution of software.
- Customer profile: concise description of organisation and its services.
- Service: software delivery approach in which software applications are hosted by service provider and made available to customer over internet.
- Shifo Systems: range of software applications and services.
- System administrator: a person who is responsible for the registration, management and configuration of the Customer profile and its authorised users.
- Shifo Administrative Representative: legally authorised Shifo representative in the country.
- User Subscriptions: entitle Authorised Users to access and use the Service, Software, and the Documentation in accordance with the current terms.
3. Registration and Subscription
3.1 To use Service and/or Software the Customer shall fill in and sign Agreement by an authorised signatory.
3.2 If the Customer wishes to register and subscribe for additional Service and/or Software, the Customer shall sign a new Agreement. Signed Agreement must be delivered to Shifo administrative representative. Shifo shall evaluate such request and respond to the email of Customer's Contact person within 15 days.
4. Service and Software
4.1 The Customer acknowledges and agrees that version of Service and/or Software may change from time to time based on the new updates.
4.2 The Customer agrees and confirms that features, performance and configuration of the Software may change in the future and that Shifo has no obligation to continue to support earlier versions of the Service and/or Software.
4.3 Shifo trademarks, brands, service and software are protected under copyright laws.
5. Grant of Licence and User registration
Shifo grants the Customer with a non-exclusive, non-transferable, royalty-free license to use the Software and/or Service, and right to register the Authorised Users as long as the terms of this agreement are respected. In relation to the Authorised Users, the Customer undertakes and agrees that:
a) Shifo shall establish system administrator login and password solely for one responsible person specified in Agreement as a Contact person;
b) if any of the audits referred that administrator password has been provided to any individual who is not a system administrator, the Customer must notify Help desk promptly to disable such password;
c) if the Customer wishes to change administrator login and password, the Customer shall contact Help desk in written;
d) System administrator shall create and maintain login and password for Authorised Users;
e) each Authorised User shall keep a password strictly confidential.
6. Customer Data
6.1 The Customer acknowledges and agrees that the personal data of Authorised Users may be transferred or stored outside of the country where the Customer and the Authorised Users are located;
6.2 The Customer shall ensure that Authorised Users have been informed and given their consent to record and store personal data in Shifo's data center
6.3 Personal data of Authorised User may include first name, last name, title, phone number, address, sex, and other information that shall be managed by system administrator that is assigned by Customer.
7. Patient Data
7.1 Customer agrees and confirms that all patient data will be recorded and stored in Shifo's data center.
7.2 Customer is responsible to comply with all applicable standards, policies and laws including maintenance of privacy, security, confidentiality of patient data and other health related information.
7.3 Shifo shall not sell, or trade personal information to any third party.
7.4 Shifo shall prevent potential or suspected threats connected with confidentiality, and integrity of information.
7.5 Shifo may use non-personal information for the following purposes:
7.5.1 Auditing, quality assurance, research, measurement, data analysis and integrity;
7.5.2 Preparing aggregate statistics, news, and other reports for current and/or future donors, investors, public authorities or other Shifo partners to show development and/or improvement of health services in specific region. Reports shall include only aggregate statistics, and shall not include personal information.
8. Shifo's obligations and rights
8.1 Shifo shall make the Services available 24 hours a day, seven days a week, except for planned and unscheduled maintenance carried out during the maintenance session.
8.2 Shifo does not warrant that the Customer's use of the Services will be uninterrupted or error-free; nor that the Service and Software shall meet the Customer's requirements.
8.3 Shifo shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of data and information.
8.4 Shifo shall permit Authorised Users unrestricted access to Patient level data.
8.5 Shifo shall provide updates and new versions of software and services from time to time.
9. Customer's obligations and rights
The Customer shall:
a) provide all necessary documents and information that may be required by the Shifo;
b) comply with all applicable laws and regulations with respect to its activities under these Terms;
c) ensure that the Authorised Users use the Services and/or Software in accordance with the Terms of the Agreement, and shall be responsible for any Authorised User's breach of these Terms;
d) obtain and maintain all necessary consents, and permissions necessary for Shifo to perform their obligations under these Terms;
e) ensure that network, hardware and systems comply with the relevant specifications recommended by Shifo;
f) be solely responsible for maintaining network connections and telecommunications links to the Shifo's data center;
g) prevent any unauthorised access to, or use of the Service and/or Software;
h) in the event of unauthorised access or use promptly inform Shifo Help desk;
i) notify Shifo Help desk of any problems or defects in the Software encountered by Authorised Users.
The Customer shall not:
j) duplicate, transmit, modify, publish, display, and distribute any part of the Software;
k) access, store, distribute or transmit any material during the use of the Service and/or Software that facilitates illegal activity.
10. Proprietary rights
The Customer acknowledges and agrees that Shifo owns all copyright and intellectual property rights in the Service, Software, and the Documentation.
a) Each party may be given access to Confidential Information from the other party in order to perform its obligations under these terms.
b) Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this agreement.
c) Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation with these Terms.
12. Change of Terms
Shifo reserves the right to update or modify current Terms at any time without prior notice to Customer, and such changes will be effective immediately upon being published on the www.systems.shifo.org/terms. Each updates and/or modification of Terms shall include registration date. The Customer is responsible to check the update of these Terms.
13. Term and termination
a) The Agreement shall commence on the Effective Date of and shall continue for these Terms and, thereafter, signed Agreement shall be automatically renewed for successive period of 12 months (each a Renewal Period), unless either Customer notifies Shifo of termination, in writing, at least 30 days before the end of Renewal Period;
b) Shifo shall have the right, at its sole discretion, to terminate agreement if Customer shall not comply with obligations (j) and (k) written in article 9;
c) Shifo shall notify Customer in writing 30 days before termination if Customer shall not comply with its obligations;
d) On termination of the Agreement the use of service and software licenses granted by Shifo to Customer under these Terms shall immediately terminate.
14. Force majeure
Shifo shall have no liability to the Customer if it is delayed in performing its obligations under these terms by acts and events including lock-outs or other industrial disputes, failure of telecommunication network, natural disaster, war, riot, civil commotion, malicious damage, compliance with any law or governmental order or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
Any notice required to be given under these terms shall be in writing and shall be delivered to the other party at its contact person e-mail address.
All notices, certificates, correspondence and proceedings under or in connection with these terms shall be in English.
17. Governing law
The Agreement shall be governed by and interpreted in accordance with the laws of Sweden.
If you have any questions concerning this LICENSE, you may contact us at: firstname.lastname@example.org
Copyright 2013, Shifo Foundation