Terms & Conditions

Who we are.
We are LITTLE JOURNEY LIMITED incorporated and registered in England and Wales with company number 11519201 whose registered office is at Nexus, Discovery Way, Leeds, West Yorkshire, England, LS2 3AA (“Little Journey”).  

Who you are
You are the customer whose details are set out on the Quote (as defined below) (the “Customer”). 

BACKGROUND
Little Journey provides a smartphone application (an “App”) as further described on https://www.littlejourney.health/solutions/hospitals 

These terms and conditions set out the basis on which Little Journey will make available the App to the Customer. 

Agreed terms 

1. Interpretation 

1. Authorisation Term:  means a period of 12 months or as otherwise set out in the Quote.
   
   
2. Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer (or a Customer
   administrator on behalf of the Customer) to use the Services and the Documentation, as further described in clause 2.2. 
   
   
3. Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. 
   
   
4. Change of Control: the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be interpreted accordingly. 
   
   
5. Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 9.1. 
   
   
6. Customer Data: the data inputted by the Customer, Authorised Users, or Little Journey on the Customer's behalf, for the purpose of the Customer using the Services or facilitating the Customer's use of the Services. 
   
   
7. Data Protection Legislation: means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the DPA 2018 (and regulations made thereunder); PECR; and all other legislation and regulatory requirements in force from time to time which apply to a Party relating to the use of personal data. 
   
   
8. Documentation: the document(s) made available to the Customer by Little Journey from time to time which set out a description of the Services and the user instructions for the Services. 
   
   
9. DPA 2018: means the Data Protection Act 2018. 
   
   
10. Effective Date: the date on which Little Journey accepts the order for Services as per clause 2.4.  
    
    
11. Fees: means the fees payable by the Customer to Little Journey for the User Authorisations and Services, as set out in the Quote.
    
    
12. Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies. Whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Customer or an Authorised User (but not Little Journey) relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.  
    
    
13. Malware: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices. 
    
    
14. Normal Business Hours: 9.00 am to 5.30 pm local UK time, each Business Day. 
    
    
15. Party: means Little Journey and the Customer (each a “Party” and together the “Parties”). 
    
    
16. PECR: means the Privacy and Electronic Communications (EC Directive) Regulations 2003 
    
    
17. Quote: means the quote sent to the Customer setting out details such as the specific Services to be provided by Little Journey to the Customer, the Authorisation Term, and the Fees payable. 
    
    
18. Renewal Period: the period described in clause 12.2. 
    
    
19. Services: the services set out in the Quote provided by Little Journey to the Customer under these terms and conditions via the App, as more particularly described in the Documentation. 
    
    
20. Software: the online software applications provided by Little Journey as part of the Services. 
    
    
21. Standard User: a Customer who shall purchase the Services for 12 months only as further set out at clause 12.1.
    
    
22. Subscription User: a Customer who shall purchase the Services on an ongoing basis as further set out at clause 12.2.  
    
    
23. UK GDPR: has the meaning given in section 3(10) of the DPA 2018. 
    
    
24. User Authorisation: the user authorisations purchased by the Customer which entitle Authorised Users to access and use the Services and the Documentation in accordance with these terms and conditions. 
    
    
25. Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be interpreted accordingly.  

1.2 Clause and paragraph headings shall not affect the interpretation of these terms and conditions. 

1.3A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns. 

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. 

1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. 

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.  

1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of these terms and conditions. 

1.8A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of these terms and conditions under that statute or statutory provision.

2. The Services 

2.1 In order to purchase the Services, the Customer may fill out a request on our website - https://www.littlejourney.health/solutions/hospitals. The Customer can view details of  Little Journey’s Services and Fees at https://www.littlejourney.health/solutions/hospitals/pricing or quote.

2.2 Within 10 Working Days, Little Journey will send a completed Quote to the Customer which will include a link to these terms and conditions.
 
2.3 If the Customer wishes to proceed with its purchase of the Services for the Fees, as set out in the Quote, it shall returned a signed copy of the Quote within 30 Working Days. By signing the Quote and ticking the online tickbox for these terms and conditions, the Customer is making an offer to purchase the Services.  

2.4 Little Journey will confirm if it is able to accept the order for Services set out in the Quote and will send a confirmation email to the Customer, at which point and on which date the contract between Little Journey and the Customer will come into existence. If Little Journey is unable to supply the Services for any reason, it will inform the Customer by email and will not process the order set out in the Quote. If any Services have already been paid for, Little Journey will refund the amount paid to the Customer.  

2.5 If the Customer wishes to purchase additional Services during the Subscription Term, the Customer shall notify Little Journey via an additional request on the website as per clause 2.1. Little Journey shall evaluate such request for additional Services and respond to the Customer with approval or rejection of the request. Where Little Journey approves the request, Little Journey shall write to confirm and then shall activate the additional Services within 30 days of receipt of payment from the Customer in regard to any additional Fees owed. Little Journey’s written notification shall be deemed to vary these terms and conditions to incorporate the additional Services and payment of them. Any such Fees owed for the additional Services shall be paid by the Customer to Little Journey in accordance with clause 7.  

3. Services 

3.1 In consideration of payment of the Fees, Little Journey shall, during the Authorisation Term, provide the Services (and make available to the Customer the Documentation) set out in the Quote in accordance with and subject to these terms and conditions. 

4. Data protection

4.1 When performing their respective obligations under these terms and conditions, the Parties agree to do so in accordance with the Data Protection Legislation. For the avoidance of doubt, Little Journey is a data controller under the Data Protection Legislation for the purposes of these terms and conditions.  

5. Little Journey's Obligations

1. 1. does not warrant that:
      
      1. the Customer's use of the Services will be uninterrupted or error-free; or 
      2. that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; or 
      3. that the Software or the Services will be free from Vulnerabilities or Malware; or 
      4. the Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements. 
         
   2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities. 

5.4 These terms and conditions shall not prevent Little Journey from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under these terms and conditions. 

5.5 Little Journey warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these terms and conditions.

 5.6 In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against Little Journey shall be for Little Journey to use reasonable commercial endeavours to restore the lost or damaged Customer Data. Little Journey shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third Party (except those third parties sub-contracted by Little Journey to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable). 

6. Customer's Obligations

1. 1. provide Little Journey with: 
      1. all necessary co-operation in relation to these terms and conditions; and 
      2. all necessary access to such information as may be required by Little Journey; 
         
         in order to provide the Services, including but not limited to Customer Data, security access information and configuration services; 
         1. without affecting its other obligations under these terms and conditions, comply with all applicable laws and regulations with respect to its activities under these terms and conditions; 
         2. carry out all other Customer responsibilities set out in these terms and conditions in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Little Journey may adjust any agreed timetable or delivery schedule as reasonably necessary; 
         3. obtain and shall maintain all necessary licences, consents, and permissions necessary for Little Journey, its contractors and agents to perform their obligations under these terms and conditions, including without limitation the Services; 
         4. ensure that its network and systems comply with the relevant specifications provided by Little Journey from time to time;  
         5. ensure that any content the Customer generates in its use of the Services is safe, accurate and fit for purpose.  
         6. ensure that any Little Journey templates agreed for use by the Parties as part of the Services are accurate and suitable for the Customer’s purposes; and 
         7. The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
            
            

7. Fees and payment

7.1The Customer shall pay the Fees to Little Journey for the Services in accordance with this clause 7 and as set out in the Quote. 

7.2 The Customer shall on the Effective Date provide to Little Journey valid, up-to-date and complete credit card details and/or or approved purchase order information acceptable to Little Journey and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides: 

1. 1. its credit card details to the Little Journey as a Subscription User, the Customer hereby authorises Little Journey to bill such credit card:
      1. on the Effective Date for the Fees payable in respect of the Authorisation Term; and 
      2. subject to clause 12.2, on each anniversary of the Effective Date for the Fees payable in respect of the next Renewal Period; 
   2. its approved purchase order information to Little Journey as a Standard User, Little Journey shall invoice the Customer: 
      1. within 14 days of the Effective Date for the Fees payable in respect of the Authorisation Term. 
         
         

         and the Customer shall pay each invoice within 30 days after the date of such invoice.

7.3 Payments shall be made to Little Journey Ltd’s bank account by BACS, CHAPS or electronic funds transfer to the account details on the Quote unless otherwise agreed by Little Journey in writing and in advance. 

1. 1. Little Journey may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and Little Journey shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
   2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the base rate of Barclays Bank plc from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment. 

1. 1. shall be payable in the currency specified in the Quote; 
   2. are, subject to clause 11.3(b), non-cancellable and non-refundable; 
   3. are exclusive of value added tax (or any local equivalent tax), which shall be added to Little Journey's invoice(s) at the appropriate rate.  

1. 1. the Authorisation Term; or
   2. any Renewal Period, 
      
      Little Journey may inform the Customer of any increases to the fees, to take effect no earlier than 30 days after notification. 

8. Proprietary rights

8.1 The Customer acknowledges and agrees that Little Journey and/or its licensors own all intellectual property rights in the Services and Documentation. Except as expressly stated herein, these terms and conditions do not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation. 

8.2 Little Journey confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of these terms and conditions. 

8. Confidentiality and compliancy with policies

9.1 Each Party undertakes that it shall not at any time during these terms and conditions, and for a period of two years after termination or expiry of these terms and conditions, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party or of any member of the group of companies to which the other Party belongs, except as permitted by Clause 9.2. 

1. 1. to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the Party's rights or carrying out its obligations under or in connection with these terms and conditions. Each Party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other Party's confidential information comply with this Clause 9; and 
   2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.  

9.3 No Party may use any other Party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with these terms and conditions. 

9.4 Except as expressly stated in these terms and conditions, no Party makes any express or implied warranty or representation concerning its confidential information. 

10. Indemnity

1. 1. the Customer is given prompt notice of any such claim;
   2. Little Journey provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and 
   3. the Customer is given sole authority to defend or settle the claim. 
      

1. 1. Little Journey is given prompt notice of any such claim;
   2. the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Little Journey in the defence and settlement of such claim, at Little Journey's expense; and 
   3. Little Journey is given sole authority to defend or settle the claim. 

10.3 In the defence or settlement of any claim, Little Journey may procure the right for the Customer to continue using the Services, and/or Documentation, and/or replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate these terms and conditions on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer. 

1. 1. a modification of the Services or Documentation by anyone other than Little Journey; or
   2. the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Little Journey; or
   3. the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from Little Journey or any appropriate authority.

10.5 The foregoing and clause 11.3(b)  states the Customer's sole and exclusive rights and remedies, and Little Journey's (including Little Journey's employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality. 

11. Limitation of liability

1. 1. the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Little Journey shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Little Journey by the Customer in connection with the Services, or any actions taken by Little Journey at the Customer's direction;
   2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these terms and conditions; and
   3. the Services and the Documentation are provided to the Customer on an "as is" basis. 
      

1. 1. for death or personal injury caused by either party’s negligence;
   2. for fraud or fraudulent misrepresentation; or 
   3. any other losses which cannot be excluded or limited by applicable law. 

1. 1. Little Journey shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profit; loss or corruption of data; loss of use; loss of production; loss of contract; loss of opportunity; loss of savings, discount or rebate (whether actual or anticipated); or, harm to reputation or loss of goodwill, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these terms and conditions; and
   2. Little Journey's total aggregate liability in contract (including in respect of the indemnity at clause 10.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these terms and conditions shall be limited to the total Fees paid for the User Authorisations during the 12 months immediately preceding the date on which the claim arose. 
      

 

11.4 Nothing in these terms and conditions excludes the liability of the Customer for any breach, infringement or misappropriation of Little Journey’s Intellectual Property Rights. 

11.5 The Customer agrees that, in entering into these terms and conditions, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in these terms and conditions or (if it did rely on any representations, whether written or oral, not expressly set out in these terms and conditions) that it shall have no remedy in respect of such representations and (in either case) Little Journey shall have no liability in any circumstances otherwise than in accordance with the express terms of these terms and conditions. 

11.6 Little Journey will not be liable to the Customer for any cost, loss, damages or expenses incurred by or on behalf of the Customer arising from the Customer’s use of the Services, in a manner other than as directed by Little Journey or where the Customer or any Authorised User has not complied with the terms of these terms and conditions. 

11.7 Except as expressly stated in these terms and conditions, and subject to clause 11.2, all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law. 

11.8 All references to “Little Journey” in this clause 11 shall, for the purposes of this clause and clause 21 only, be treated as including all employees, subcontractors and suppliers of Little Journey, all of whom shall have the benefit of the exclusions and limitations of liability set out in this clause. 

12. Term and termination

12.1 For Standard Users only: this agreement shall continue for the Authorisation Term only and thereafter shall terminate automatically, unless otherwise terminated in accordance with the provisions of these terms and conditions. 

12.2 For Subscription Users only: these terms and conditions shall, unless otherwise terminated as provided in this clause 12, commence on the Effective Date and shall continue for the Authorisation Term and, thereafter, these terms and conditions shall be automatically renewed for successive periods of 12 months (each a “Renewal Period”), unless:  

1. 1. either Party notifies the other Party of termination, in writing, at least 60 days before the end of the Authorisation Term or any Renewal Period, in which case these terms and conditions shall terminate upon the expiry of the applicable Authorisation Term or Renewal Period; or
   2. otherwise terminated in accordance with the provisions of these terms and conditions.

1. 1. the other Party fails to pay an amount due under these terms and conditions on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment; 
   2. the other Party commits a material breach of any term of these terms and conditions and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; 
   3. he other Party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this Clause 12.2(c); 
   4. the other Party suspends or ceases, or threatens to suspend or cease, carrying on business; or 
   5. the other Party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to these terms and conditionsis in jeopardy; or 
   6. the other Party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation; or 
   7. there is a change of control of the other Party (within the meaning of section 1124 of the Corporation Tax Act 2010). 

1. 1. all services supplied by Little Journey under these terms and conditions shall immediately terminate;
   2. each Party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other Party; 
   3. the Customer shall immediately pay to Little Journey any sums due to Little Journey under these terms and conditions; 
   4. Little Journey may destroy or otherwise dispose of any of the Customer Data in its possession unless Little Journey receives, no later than ten days after the effective date of the termination of these terms and conditions, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Little Journey shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Little Journey in returning or disposing of Customer Data; and 
   5. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these terms and conditions which existed at or before the date of termination shall not be affected or prejudiced. 
      

13. Force majeure. Neither Party shall be in breach of these terms and conditions nor liable for delay in performing, or failure to perform, any of its obligations under these terms and conditions if such delay or failure result from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 3 months, the Party not affected may terminate these terms and conditions by giving 30 days' written notice to the affected Party.

14. Variation. No variation of these terms and conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives). 

15. Waiver

16 Rights and remedies. Except as expressly provided in these terms and conditions, the rights and remedies provided under these terms and conditions are in addition to, and not exclusive of, any rights or remedies provided by law.

17. Severance. If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these terms and conditions. 

18. Entire agreement

18.1 These terms and conditions constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter. 

18.2 Each Party acknowledges that in entering into these terms and conditions it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms and conditions. 

18.3 Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms and conditions.
 
18.4 Nothing in this clause shall limit or exclude any liability for fraud.

19. Assignment

20 No partnership or agency. Nothing in these terms and conditions is intended to or shall operate to create a partnership between the parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). 

21 Third party rights. These terms and conditions does not confer any rights on any person or party (other than the Parties to these terms and conditions and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999. 

22. Notices

1. 1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
   2. sent by email to the addresses (or an address substituted in writing by the Party to be served) set out in the Quote.  

1. 1. if delivered by hand, at the time the notice is left at the proper address;
   2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or 
   3. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume. 
      

23 Governing law. These terms and conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales. 

24. Jurisdiction. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms and conditions or their subject matter or formation (including non-contractual disputes or claims).