Doctor Terms of Service

Section 1

Introduction and parties

These Doctor Terms of Service (the “Terms”) govern the use of the Sparrow platform by clinicians, clinic administrators and the healthcare organisations that engage Sparrow to support respiratory care. They are entered into between Sparrow Telehealth Ltd (“Sparrow”, “we”, “us”), a company registered in England and Wales (company number to be confirmed), registered office to be confirmed, and:

• the provider organisation — the NHS body, GP practice or clinic that has contracted to use the platform (the “Provider”); and
• each authorised user — the doctors, nurses, other regulated healthcare professionals and administrators the Provider authorises to use the platform (“you”, “Users”).

By accessing the Sparrow Doctor Portal or otherwise using the platform, you accept these Terms on your own behalf and, where you have authority to do so, on behalf of your Provider. If you do not accept them, you must not use the platform.

These Terms operate alongside — and are subject to — the commercial agreement and the Data Processing Agreement between Sparrow and the Provider. Where there is a conflict on data-protection matters, the Data Processing Agreement prevails.

Section 2

Definitions

Section 3

Accounts, provisioning and identity

Section 4

Professional and clinical responsibility

The platform is a clinical tool that supports, but does not replace, your professional judgement. By using it you confirm that:

• you are a suitably qualified, registered and (where relevant) indemnified healthcare professional acting within your scope of practice;
• you remain professionally and legally responsible for all clinical decisions, including diagnoses, prescriptions, referrals and the content of clinical records you create;
• you will exercise your own clinical judgement and not rely solely on any decision-support output; and
• you will use the platform in accordance with your professional obligations (including those of the GMC, or your relevant regulator) and applicable law.

Section 5

Patient data and data-protection roles

The platform is used to process personal data and special-category health data about patients. The parties acknowledge that:

• the Provider is the controller of the clinical Patient Data processed to deliver care;
• Sparrow is the processor of that Patient Data and processes it only on the Provider’s documented instructions, as set out in the Data Processing Agreement;
• Sparrow is a controller for limited data it processes to run and secure the platform (for example account, authentication and audit data);
• Users must access Patient Data only where they have a legitimate care relationship or other lawful basis, in line with the common-law duty of confidentiality and the Caldicott Principles.

You must not extract, copy, download or export Patient Data (including via any reporting or CSV-export feature) except as necessary for direct care or as permitted by your Provider’s information-governance policies, and you must handle any exported data securely.

Section 6

Acceptable use and security

You agree that you will not:

• access, or attempt to access, records of patients with whom you have no legitimate care relationship;
• share your login, or allow anyone else to use your account;
• introduce malware, probe, scan or test the security of the platform, or attempt to bypass access controls;
• copy, scrape, or bulk-export data other than as permitted; or
• use the platform in any unlawful way, or in any way that could harm patients, the Provider, Sparrow or the platform’s integrity.

You must comply with your Provider’s information-security, acceptable-use and information-governance policies when using the platform, and complete any information-governance or data-security training your Provider requires.

Section 7

Availability, support and changes

Sparrow will use reasonable endeavours to keep the platform available and to provide support in accordance with the service levels agreed with the Provider in the commercial agreement (service levels to be confirmed). The platform may occasionally be unavailable for maintenance, updates or reasons beyond our reasonable control. We will give the Provider reasonable notice of planned maintenance where practicable.

We may modify, add or remove features to improve the platform or to meet clinical-safety, security or legal requirements. We will not make changes that materially reduce the platform’s core functionality without giving the Provider reasonable notice.

Concerns about the platform or this agreement that cannot be resolved through normal support channels may be escalated to our grievance contact, Rahul Bhatt, at rahul@sparrowtelehealth.com.

Section 8

Clinical safety and regulatory status

Sparrow develops and maintains the platform in accordance with the applicable NHS clinical risk-management standard for health-IT manufacturers (DCB0129) and will make a clinical safety case and hazard log available to the Provider on reasonable request. The Provider is responsible, as the deploying organisation, for local clinical risk management under DCB0160, including safe configuration, training and local hazard assessment.

Where any component of the platform meets the definition of a medical device, Sparrow will ensure it complies with the applicable UK medical-device requirements (classification and UKCA status to be confirmed). This does not diminish the clinician’s responsibility for clinical decisions.

Section 9

Intellectual property and licence

The platform and all intellectual-property rights in it belong to Sparrow or its licensors. Subject to these Terms and the commercial agreement, Sparrow grants the Provider and its authorised Users a non-exclusive, non-transferable, revocable licence to access and use the platform for the delivery of care during the term of the agreement.

Patient Data and the clinical records created by Users remain the Provider’s and are not owned by Sparrow. Sparrow may use aggregated, anonymised information that does not identify any individual to operate, improve and demonstrate the platform, to the extent permitted by the Data Processing Agreement and applicable law.

Section 10

Fees and subscription

Access to the platform is provided under the subscription tier and commercial terms agreed between Sparrow and the Provider (commercial model to be confirmed). Sparrow does not collect or store patients’ or Users’ payment-card details through the platform. Subscription status is held as account metadata only.

Section 11

Liability

Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud. Subject to that:

• Sparrow is not liable for clinical decisions, which are the responsibility of the Provider and its clinicians;
• neither party is liable to the other for indirect or consequential loss, or for loss of profit, goodwill or anticipated savings; and
• each party’s aggregate liability is subject to the limits set out in the commercial agreement (liability cap to be confirmed).

This section does not limit the Provider’s or Sparrow’s obligations or liabilities under the Data Processing Agreement or under data-protection law.

Section 12

Suspension and termination

The Provider may deactivate a User’s account at any time. Sparrow may suspend or restrict access — for the Provider, a User, or a specific account — where reasonably necessary to protect patient safety, the security or integrity of the platform, or to comply with law, or where these Terms are seriously or repeatedly breached. Where practicable and lawful, Sparrow will give notice.

On termination of the commercial agreement, access to the platform ends. The return, transfer and deletion of Patient Data on exit are governed by the Data Processing Agreement, including any agreed data-export and retention arrangements.

Section 13

Confidentiality

Each party will keep the other’s confidential information confidential and use it only for the purposes of the agreement. This does not apply to information that is public through no breach, independently developed, or required to be disclosed by law or regulator, and does not override either party’s obligations in respect of patient confidentiality and data protection.

Section 14

Governing law and jurisdiction

These Terms and any dispute arising out of or in connection with them are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.