Terms and Conditions

1. Introduction

These Terms and Conditions ("Terms") govern your use of HaemoSync, a clinical decision support software platform ("the Software", "the Service", "HaemoSync") provided by BMZ Ethical Investments Ltd ("we", "us", "our", "the Company").

By accessing or using HaemoSync, you agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Software.

2. Regulatory Status

HaemoSync is a registered Class I Medical Device under the UK Medical Devices Regulations 2002 (SI 2002 No. 618, as amended).

The Software is designed to support, not replace, clinical decision-making by qualified healthcare professionals.

3. Intended Use and Users

3.1 Intended Purpose

HaemoSync is intended to support healthcare professionals by:

• Assisting in the design of personalised blood test panels based on patient requirements
• Generating comprehensive reports from blood test results
• Providing clinical decision support information and suggested next steps
• Producing patient-friendly informational reports

3.2 Intended Users

The Software is intended for use by:

• Qualified healthcare professionals (doctors, nurses, clinical practitioners)
• Registered clinics and medical practices
• Laboratories and diagnostic service providers

3.3 Restrictions

4. Account Registration

4.1 Eligibility

To register for HaemoSync, you must:

• Be a qualified healthcare professional or authorised representative of a registered healthcare organisation
• Provide accurate and complete registration information
• Be at least 18 years of age
• Have authority to bind your organisation to these Terms (if registering on behalf of an organisation)

4.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorised access or security breach

4.3 Account Termination

We reserve the right to suspend or terminate your account if:

• You breach these Terms
• You provide false or misleading information
• Your use poses a risk to patient safety
• You fail to pay applicable fees

5. HaemoSync Connect – Clinic Services

5.1 Service Description

HaemoSync Connect provides clinics access to our pre-integrated laboratory network for ordering blood tests and receiving AI-powered reports.

5.2 Payment Terms

• Payment is required before blood test orders are processed
• Prices are as displayed at the time of order
• All prices are in GBP and inclusive of VAT where applicable
• Payment methods accepted: Credit/Debit Card, Direct Debit, Bank Transfer (for approved accounts)

5.3 Refunds

• Refunds are not available once a blood sample has been collected
• Refunds for cancelled orders (before sample collection) will be processed within 14 days
• Disputes must be raised within 30 days of the transaction

5.4 Laboratory Services

• Blood tests are processed by our partner laboratory network
• Turnaround times are estimates and not guaranteed
• We are not liable for delays caused by third-party laboratories or logistics providers

6. White-Label and API Services

6.1 Licence Grant

Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable licence to integrate HaemoSync into your systems via our API.

6.2 Restrictions

You shall not:

• Sublicense, sell, or redistribute the Software without written consent
• Reverse engineer, decompile, or attempt to extract source code
• Remove or alter any proprietary notices or branding (unless agreed in white-label contract)
• Use the API in a manner that exceeds agreed rate limits or usage caps

6.3 Service Level

API availability targets and support terms are defined in your separate Service Level Agreement (SLA).

7. Clinical Disclaimers

7.1 Decision Support Only

7.2 Professional Responsibility

The healthcare professional using HaemoSync remains fully responsible for:

• Verifying all information and recommendations
• Making final clinical decisions
• Obtaining appropriate patient consent
• Ensuring appropriate follow-up care

7.3 Limitations

The Software:

• Relies on the accuracy of input data provided by users
• May not account for all patient-specific factors
• Should be used in conjunction with clinical guidelines and professional judgement
• Is not validated for use in emergency or critical care settings

8. Data and Privacy

8.1 Data Processing

We process personal data in accordance with our Privacy Policy and applicable data protection legislation including the UK General Data Protection Regulation (UK GDPR) and Data Protection Act 2018.

8.2 Patient Data

• You are the Data Controller for patient data entered into HaemoSync
• We act as a Data Processor on your behalf
• A Data Processing Agreement is available upon request

8.3 Data Security

We implement appropriate technical and organisational measures to protect data, including:

• Encryption in transit and at rest
• Access controls and authentication
• Regular security assessments
• Audit logging

9. Intellectual Property

9.1 Ownership

All intellectual property rights in HaemoSync, including software, algorithms, designs, and documentation, remain the property of BMZ Ethical Investments Ltd.

9.2 Feedback

Any feedback, suggestions, or improvements you provide may be used by us without obligation or compensation to you.

9.3 Your Content

You retain ownership of data and content you input into the Software. You grant us a licence to process this data solely for the purpose of providing the Service.

10. Limitation of Liability

10.1 Exclusions

To the maximum extent permitted by law, we shall not be liable for:

• Indirect, incidental, special, or consequential damages
• Loss of profits, revenue, data, or business opportunities
• Clinical outcomes or patient harm arising from use of the Software
• Errors in laboratory results provided by third-party laboratories
• Service interruptions or downtime

10.2 Cap on Liability

Our total liability under these Terms shall not exceed the greater of:

• The fees paid by you in the 12 months preceding the claim, or
• £1,000

10.3 No Exclusion of Mandatory Rights

Nothing in these Terms excludes or limits liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded by law

11. Indemnification

You agree to indemnify and hold harmless BMZ Ethical Investments Ltd, its directors, employees, and agents from any claims, damages, or expenses arising from:

• Your use of the Software
• Your breach of these Terms
• Your violation of any applicable laws or regulations
• Clinical decisions made using information from the Software

12. Changes to Terms

We may update these Terms from time to time. We will notify you of material changes via:

• Email to your registered address
• Notice within the Software

Continued use after changes constitutes acceptance of the updated Terms.

13. Termination

13.1 By You

You may terminate your account at any time by contacting us. Prepaid fees are non-refundable unless otherwise required by law.

13.2 By Us

We may terminate or suspend your access immediately if you breach these Terms or if required for patient safety or legal compliance.

13.3 Effect of Termination

Upon termination:

• Your access to the Software will cease
• You must cease using any HaemoSync branding or materials
• We will retain data as required by law and our data retention policy

14. General Provisions

14.1 Governing Law

These Terms are governed by the laws of England and Wales. Disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

14.2 Entire Agreement

These Terms, together with the Privacy Policy and any applicable SLA or Data Processing Agreement, constitute the entire agreement between you and us.

14.3 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall continue in full force.

14.4 Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision.

14.5 Assignment

You may not assign your rights under these Terms without our written consent. We may assign our rights to a successor or affiliate.

15. Contact Us

For questions about these Terms, please contact:

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© 2025 BMZ Ethical Investments Ltd. All rights reserved.
HaemoSync is a registered Class I Medical Device. MHRA Registration: 2025112801448253