Terms of Service
Dated: 11 Nov 2025
IMPORTANT: BY USING THE GOWELLO SERVICES, YOU ARE CONFIRMING YOUR AGREEMENT TO BE LEGALLY BOUND BY THESE TERMS ("AGREEMENT"). IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE THE SERVICES.
Please read this Agreement carefully. It outlines your legal obligations and important terms upon which GoWello relies.
1. DEFINITIONS AND INTERPRETATION
Unless otherwise specified in this Agreement, the following terms have these meanings:
Where the UK GDPR applies, this means the relevant law of the United Kingdom.
Where the EU GDPR applies, this means the relevant law of the European Union or any applicable member state.
Where the UK GDPR applies, this means the relevant law of the United Kingdom.
Where the EU GDPR applies, this means the relevant law of the European Union or any applicable member state.
2. DURATION AND RENEWAL
2.1 These Terms shall take effect on the Commencement Date and continue for the Initial Term, automatically renewing for successive Renewal Periods unless terminated earlier in accordance with these Terms.
2.2 Either Party may terminate these Terms by giving the other Party no less than 30 days written notice prior to the end of the Initial Term or the then-current Renewal Period. Termination shall take effect at the end of the relevant term.
3. GRANT OF RIGHTS TO USE THE SERVICE
3.1 The Services and Software are provided solely for business and commercial use and are not intended for personal or consumer use.
3.2 In consideration of the Fees, and subject to the Client maintaining an active User Subscription, GoWello grants the Client and its authorised Users a non-exclusive, non-transferable, and limited licence to access and use the Service and Documentation during the Term, in accordance with these Terms.
3.3 GoWello may, at its discretion, agree to provide Additional Services from time to time. The scope, terms, and Fees for any such Additional Services shall be separately agreed in writing between the Parties and may be subject to additional conditions.
3.4 GoWello shall provide the Client with access to the Service and the associated Documentation from the Commencement Date onwards.
3.5 Nothing in these Terms shall restrict GoWello from entering into similar agreements with other clients, or from developing, licensing, or selling similar products or services to third parties.
3.6 Where GoWello provides the Client with any data that originates, in whole or in part, from third-party sources, GoWello shall not be responsible or liable for the accuracy, completeness, or reliability of such data.
4. ACCESS TO THE SERVICE
4.1 To access the Service, the Client must first register for an account and provide accurate, current, and complete information during registration. The Client must also provide a valid email address, which GoWello may use for service updates, notices under these Terms, or the delivery of Client Data upon termination.
4.2 If the Client is a business or partnership, the account must be registered under the company name. If the Client is a sole trader, the account must be registered in the individual clinician's name only.
4.3 The Client must promptly update GoWello with any changes to its registration details, including email addresses or contact information.
4.4 A director of the Client's business or the clinician (where applicable) must always remain designated as an account administrator. This individual must log in using their own credentials and be responsible for account oversight.
4.5 The Service may only be used for processing the Client's own data as part of its normal business operations. The Service must not be used by, or for the benefit of, any third party other than the Client or its authorised Users.
4.6 While GoWello implements appropriate security and confidentiality measures, the Client is solely responsible for safeguarding its passwords, usernames, and access credentials ("Access Information") and must not disclose them to any third party. The Client shall remain liable for any unauthorised access or use of the Service resulting from such disclosure.
4.7 The Client shall be solely responsible and liable for all activities conducted under its Access Information. The Client must take all reasonable steps to prevent unauthorised access to or use of the Service and shall immediately notify GoWello upon becoming aware of any actual or suspected unauthorised access or use.
GoWello accepts no liability for any misuse or unauthorised activity arising from the Client's failure to protect its Access Information, including where such details are disclosed to third parties. If any Access Information is lost, stolen, or otherwise compromised, the Client may reset its password by following the password recovery procedure provided on the Website.
5. USERNAMES AND LOGINS
5.1 In consideration of the applicable User Subscription Fees, GoWello grants the Client a non-exclusive, non-transferable, and non-sublicensable right to permit its authorised Users to access and use the Service during the Term, solely for the Client's internal business operations. GoWello reserves the right to monitor and audit usage to ensure compliance with these Terms.
5.2 The Client's subscription package is based on the number of User Subscriptions purchased at the rates communicated by GoWello prior to the Commencement Date. Should the Client wish to add additional Users, such additions shall be subject to GoWello's prior approval and may incur additional Fees as outlined in Clause 7.
5.3 In respect of Users (excluding medical patients who may not be required to register to access the Service), the Client agrees that:
5.3.1 No User Subscription shall be shared between multiple individuals. Each User Subscription may only be reassigned in its entirety to another individual, at which point the previous User's access rights shall be revoked.
5.3.2 Each User must maintain a secure password for accessing the Service and Documentation and must not share their credentials with others.
5.3.3 The Client shall maintain an up-to-date list of all authorised Users and shall provide GoWello with a copy of this list within three (3) working days upon request.
5.3.4 The Client shall permit GoWello, or its designated auditor, to conduct audits of the Client's use of the Service — including verification of User access and data processing practices — to ensure compliance with these Terms. Such audits shall be conducted no more than once per quarter, at GoWello's expense, with reasonable prior notice, and in a manner that does not materially disrupt the Client's business operations.
5.3.5 If any audit conducted under clause 5.3.4 reveals that a password has been shared with or used by an individual who is not an authorised User, then, without prejudice to GoWello's other rights and remedies, the Client shall immediately disable such password(s). GoWello shall not issue any new access credentials to those unauthorised individuals.
5.3.6 If any audit (as referred to in clause 5.3.5) reveals that the Client has underpaid Fees to GoWello, or if such underpayment is otherwise identified, the Client shall, without prejudice to GoWello's other rights, pay GoWello the full amount of the underpayment together with the reasonable costs of the audit within ten (10) working days from the date of the relevant audit report.
5.3.7 The Client shall be fully liable to GoWello for any claims, losses, costs, or damages arising directly or indirectly from any misuse of the Services or Software by the Client or its Users.
6. CLIENT OBLIGATIONS
6.1 The Client shall:
6.1.1 Provide Access: Grant GoWello all necessary access to information, data, systems, and personnel as may reasonably be required for the proper provision of the Service.
6.1.2 Cooperate Fully: Provide all reasonable cooperation and assistance to GoWello in connection with the delivery of the Service, including but not limited to supplying information relating to data, security access, and configuration requirements.
6.1.3 Comply with Laws: Without limiting its other obligations under these Terms, comply with all applicable laws, statutes, and regulations in connection with its activities under these Terms.
6.1.4 Timely Performance: Perform all Client responsibilities and obligations set out in these Terms promptly and efficiently. In the event of any delay in the Client's cooperation or assistance, GoWello may reasonably adjust any agreed timelines, schedules, or delivery dates as necessary.
6.1.5 Ensure User Compliance: Ensure that all authorised Users use the Service and Documentation strictly in accordance with these Terms, and the Client shall remain fully responsible for any breach of these Terms by its Users.
6.1.6 Maintain Consents and Licences: Obtain and maintain all necessary licences, consents, and permissions required for GoWello, its contractors, and agents to perform their obligations under these Terms, including the provision of the Service.
6.1.7 Ensure System Compatibility: Ensure that its networks, hardware, and systems meet the technical specifications and requirements communicated by GoWello from time to time to ensure proper operation of the Service.
6.1.8 To the extent permitted by law, and unless otherwise expressly stated in these Terms, the Client shall be solely responsible for procuring, maintaining, and securing its own network connections and telecommunications links from its systems to GoWello's data centres. The Client shall also be responsible for any problems, delays, delivery failures, or any other loss or damage arising from or relating to the Client's network connections, telecommunications links, or caused by the internet.
6.1.9 The Client shall indemnify and hold harmless GoWello against any claims, losses, damages, costs, or reasonable expenses (including legal fees) arising from the Client's or its Users use of the Services and/or any breach of these Terms.
6.2 Except as permitted by applicable law or regulation that cannot be excluded by agreement between the Parties, or as expressly permitted under these Terms, the Client shall not:
6.2.1 Copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute any part of the Software and/or Documentation in any form, medium, or by any means;
6.2.2 Decompile, reverse compile, disassemble, reverse engineer, or otherwise attempt to derive the source code or human-perceivable form of all or any part of the Software;
6.2.3 Access any part of the Service or Documentation for the purpose of building a product or service that competes with the Service and/or Documentation;
6.2.4 Use the Service and/or Documentation to provide services to third parties;
6.2.5 Use any test accounts for live or production purposes, or for any use other than testing the Service;
6.2.6 Unless permitted by law, license, sell, rent, lease, transfer, assign, distribute, display, disclose, commercially exploit, or otherwise make the Service and/or Documentation available to any third party other than authorised Users;
6.2.7 Attempt to gain, or assist others in gaining, unauthorised access to the Service and/or Documentation other than as permitted under these Terms; and
6.2.8 Introduce or permit the introduction, transmission, or distribution of any malware, virus, or harmful code into GoWello's website, software, or network and information systems, or otherwise use the Services in any way that is unlawful, offensive, or causes damage or injury to any person or property.
7. FEES AND PAYMENT
7.1 The Client shall pay to GoWello the Fees for the Services as communicated by GoWello prior to the Commencement Date. All Fees are due on the date of the invoice. Fees related to User Subscriptions shall be payable monthly in advance, in accordance with GoWello's instructions.
7.2 Unless otherwise agreed in writing, all payments shall be made to the bank account specified by GoWello and notified to the Client.
7.3 If GoWello has not received payment within 30 days of the due date, and without prejudice to any other rights or remedies available to GoWello:
7.3.1 GoWello may, without liability, suspend or disable the Client's account, password, and access to all or part of the Services until all outstanding invoices are paid in full; and
7.3.2 Interest shall accrue on any overdue amount on a daily basis at an annual rate of 8% above the Bank of England's base lending rate, from the due date until payment is made in full (both before and after any judgment).
7.4 If the Client fails to pay three (3) consecutive invoices and/or is three (3) months late in making payment, GoWello reserves the right, without prejudice to any accrued rights or liabilities, to terminate these Terms immediately by written notice. Upon termination, the Client shall have 30 days to migrate its Client Data before it is permanently deleted by GoWello.
7.5 All amounts and Fees stated or referred to in these Terms:
7.5.1 Shall be payable in Pounds Sterling (£);
7.5.2 Are non-cancellable and non-refundable; and
7.5.3 Are exclusive of Value Added Tax (VAT), which shall be added to GoWello's invoices at the applicable rate where relevant.
7.6 GoWello reserves the right, at its sole discretion, to increase the Fees payable by the Client for the Services by providing 30 days written notice. Any such increase shall take effect from the start of the next Renewal Term following the expiry of the notice period.
If the Client does not agree to the revised Fees, they may terminate the Agreement at the end of the Initial Term or the then-current Renewal Term (as applicable) by providing at least 15 days written notice to GoWello, such notice to expire no later than the end of the relevant Term.
This right to terminate in response to a Fee increase does not apply to:
any change in GoWello Pay fees (as the Client may opt to disable GoWello Pay) or
any changes to SMS service fees.
Fees will remain unchanged during the 30-day notice period.
7.7 If the Client wishes to increase the number of User Subscriptions:
7.7.1 Any changes to the number of User Subscriptions and the corresponding Fees shall take effect on the Client's account immediately.
7.7.2 For Clients paying annually, GoWello shall issue an updated invoice reflecting the new annual subscription rate promptly following the upgrade request. The additional Fees shall be calculated on a pro-rata basis, taking into account the remaining time on the previous annual subscription and any amounts already paid. The changes to the number of User Subscriptions shall be applied promptly once the relevant invoice has been paid.
7.8 GoWello does not offer refunds if the Client reduces the number of User Subscriptions purchased. Any such reduction shall take effect at the next Renewal Term.
8.PAYMENT SERVICES THROUGH GOWELLO
8.1 The Website integrates with the third-party payment processor Stripe to enable payment processing functionalities as part of our Services. These integrated payment functionalities are referred to as “GoWello Pay.”
Whether the Client accesses Payment Services via GoWello Pay or directly through Stripe, such functionalities are collectively referred to in this Agreement as “Payment Services.”
Payment Services are provided by Stripe, and the Client’s use of these services is governed by Stripe’s Connected Account Agreement and Terms of Service (together, the “Stripe Services Agreement”), available here.
8.2 If the Client uses Payment Services through the Website, the Client acknowledges and agrees to be bound by both these Terms and the Stripe Services Agreement.
As a condition of receiving Payment Services, the Client must provide GoWello with complete and accurate business information and expressly authorises GoWello to share such information with Stripe, including any transaction-related data, as necessary for the operation of the Payment Services.
8.3 Fees applicable to GoWello Pay are specified [here] or as set out in the Client’s Agreement or Order Form.
Any additional charges related to the Client’s GoWello Pay account (including, without limitation, chargeback fees, collection fees, convenience fees, or other costs associated with recovering overdue payments) will be billed at cost.
If, during the Term of the Agreement, Stripe increases its payment processing fees (for example, due to higher network fees imposed by major card brands), GoWello reserves the right to pass on these increases to the Client and adjust the corresponding Payment Service Fees accordingly.
In such cases, GoWello will make reasonable efforts to provide the Client with at least 14 days’ written notice (email notice shall suffice) before the new fees take effect.
8.4 By entering into this Agreement, the Client authorises and expressly permits GoWello to collect any Fees (including Fees related to Payment Services) or any other amounts owed to GoWello under this Agreement directly from the funds payable to the Client arising from its use of the Payment Services.
If the funds payable to the Client after settlement are insufficient to cover the Fees or other amounts owed, the Client authorises GoWello to:
• Charge or debit the Client’s linked bank account or credit card;
• Instruct the Client’s financial institution to take payment in accordance with these Terms;
• Set off any Fees against monies owed by GoWello to the Client; or
• Deduct Fees from another business location under the Client’s account receiving Payment Services through the Platform.
This authorisation shall remain valid and in full effect notwithstanding the expiry or termination of the Agreement, until all outstanding Fees and amounts owed to GoWello have been fully settled.
8.5 All merchants or sub-merchants seeking to receive Payment Services must undergo risk underwriting before activation. As a condition of receiving Payment Services, the Client agrees to cooperate fully with GoWello and/or Stripe during the underwriting process, including providing any requested documentation or information reasonably required.
GoWello may, if deemed necessary, require an owner or principal associated with the Client to sign a personal guarantee as a condition of receiving Payment Services.
The Client also consents to receive communications from GoWello or its authorised agents relating to its Payment Services account, including but not limited to emails or telephone calls regarding the collection of overdue payments.
8.6 As a condition of receiving Payment Services, the Client further agrees to the following:
8.6.1 To promptly provide GoWello with any information or documentation reasonably requested in connection with the provision of Payment Services;
8.6.2 GoWello reserves the right to investigate any User claims of non-delivery, and the Client agrees to cooperate fully by providing the necessary information to assist with such investigations; and
8.6.3 The Client acknowledges and agrees that GoWello, at its sole discretion, may require the maintenance of a minimum account balance within the Client’s GoWello Pay account.
8.6.4 The Client acknowledges and agrees that GoWello, at its sole discretion, may suspend User accounts and/or switch them to manual payout mode at any time.
8.7 The Client must ensure that all Fees and any other amounts due under this Agreement are paid on time or are capable of being collected by GoWello when due.
GoWello may deduct, recoup, or set off any Fees or other amounts owed by the Client under this Agreement (or under any other agreement between the Client and GoWello) from the Client’s GoWello Pay balance, or alternatively, invoice the Client for such amounts.
If the Client fails to pay any invoiced amount when due, or if the Client’s GoWello Pay balance is negative or insufficient to cover the amounts owed, or if GoWello is otherwise unable to collect the due amounts, GoWello may—to the extent legally permitted—deduct, recoup, or set off such amounts from any of the following sources:
(a) any applicable minimum account balance held by the Client;
(b) funds payable by GoWello to the Client or any of its Affiliates;
(c) any minimum account balance held by the Client’s Affiliates;
(d) any bank account belonging to the Client; and/or
(e) the Stripe account balance of any Stripe account that GoWello reasonably
determines to be associated with the Client or its Affiliates.
If the currency of the amount to be deducted differs from the currency of the amount owed, GoWello may deduct an equivalent amount based on Stripe’s prevailing currency conversion rate, together with any applicable conversion fees incurred in the process.
9.GOWELLO PAY TERMINALS
9.1 By ordering or using a GoWello Pay Terminal (the “Terminal”), you agree to the terms set out in this clause.
9.2 You confirm that the Terminal will be used solely for the business registered with GoWello Technology Limited and connected to your GoWello Pay account.
9.3 The following Stripe terms (as applicable) are incorporated into and form part of this Agreement:
• Stripe Terminal Reseller Terms
• Stripe Terminal Purchase Terms
• Stripe Services Agreement – United Kingdom
9.4 You must not resell, transfer, or distribute the Terminal to any third party.
9.5 The Terminal may only be used within the country where it was originally shipped or where the Client registered for GoWello Pay Services. Terminals purchased within Switzerland or the European Economic Area (EEA) may be used in other supported countries within the EEA or Switzerland.
9.6 You must promptly inform GoWello if you become aware of any breach of this clause and cooperate fully to resolve any issue upon request.
9.7 If you cease to be a GoWello client, or if GoWello discontinues your GoWello Pay Services for any reason, you are responsible for resetting any Terminals in your possession without undue delay.
10.AVAILABILITY
10.1 The Client acknowledges that the Service may be temporarily unavailable due to scheduled or unscheduled maintenance, or for updates, modifications, or upgrades. Such periods of unavailability will not be counted towards uptime calculations.
10.2 Where possible, GoWello will provide reasonable notice before performing maintenance or upgrades that may affect access to the Service and will aim to carry out such work outside normal business hours. However, GoWello reserves the right to make changes or conduct maintenance at any time if access is not expected to be materially affected.
10.3 The Client further acknowledges that Service interruptions may occur due to outages or disruptions from third-party infrastructure providers. In such cases, GoWello will use reasonable efforts to minimise the impact but shall not be liable for any resulting disruption. GoWello does not guarantee that the Service will be error-free, virus-free, or completely secure from vulnerabilities.
11.TECHNICAL SUPPORT AND TRAINING
11.1 In the event of any technical issues with the Service and/or Website, the Client shall make reasonable efforts to investigate and diagnose the problem before contacting GoWello.
11.2 If the Client still requires assistance after such investigation, they should contact GoWello’s client support team via email at info@gowello.co.uk
GoWello will provide technical support during its standard business days and hours.
11.3 For clarity, technical support under this clause does not include diagnosing or fixing any fault or malfunction in the Website or Service resulting from:
11.3.1 The Client’s failure to implement solutions or recommendations previously advised by GoWello;
11.3.2 Any breach by the Client of these Terms or any other agreement with GoWello relating to the Website or Service;
11.3.3 The Client’s use of the Service for purposes other than those for which it was intended, or contrary to these Terms; or
11.3.4 Any issues caused by the Client’s own hardware, software, or other systems not provided by GoWello.
12.TERMINATION
12.1 Without limiting any other rights or remedies available, either Party may terminate the use of the Service immediately by giving written notice to the other if:
12.1.1 The Client fails to make any payment due under these Terms and remains in default for more than seven (7) days after receiving written notice to pay;
12.1.2 The other Party commits a material breach of these Terms and fails to remedy it within thirty (30) days of receiving written notice of the breach;
12.1.3 The other Party repeatedly breaches these Terms, indicating an intention or inability to comply with them;
12.1.4 The other Party becomes insolvent, is unable to pay its debts as they fall due, or is subject to any insolvency proceedings (including winding-up, administration, or bankruptcy); or
12.1.5 Any similar event occurs in any jurisdiction having a comparable effect to the events described above.
12.2 In the circumstances described above, GoWello may, at its discretion, suspend the Client’s access to the Service and/or Website with at least forty-eight (48) hours’ notice. All other provisions of this Agreement will remain in effect.
12.3 Upon termination of the Service for any reason:
12.3.1 The Client must immediately pay all outstanding invoices and any additional charges for Services provided but not yet invoiced. GoWello may issue a final invoice, payable upon receipt;
12.3.2 GoWello will email the Client (using the registered contact address) a copy of its Client Data and will delete all other copies within thirty (30) days of termination, unless retention is required by law;
12.3.3 The Client and its Users must immediately cease using the Service, and any licences granted under these Terms will automatically terminate;
12.3.4 Termination will not affect any rights, obligations, or liabilities accrued prior to termination; and
12.3.5 Any provisions intended to survive termination shall remain in full force and effect.
12.4 Reinstatement of the Service or Website access after suspension or termination will be at GoWello’s sole discretion and may be subject to reinstatement fees as specified by GoWello from time to time.
13.LIABILITY FOR COMMUNICATIONS FAILURES
13.1 The Client acknowledges that the Service and Documentation are provided “as is”. To the fullest extent permitted by law, GoWello disclaims all warranties, express or implied, including but not limited to any warranties of merchantability, fitness for a particular purpose, non-infringement, or the safekeeping of the Client’s data on GoWello’s servers. GoWello does not guarantee that the Service will be uninterrupted, error-free, secure, or will meet the Client’s specific requirements, nor does it warrant the accuracy of any results obtained through its use.
GoWello shall not be responsible for any delays, delivery failures, data corruption, or other loss or damage arising from data transmission over communication networks or the internet. The Client acknowledges that the Service may be subject to limitations, delays, or other issues inherent in the use of such communication systems.
13.2 GoWello expressly excludes any and all liability for any SMS message or email sent through the Service that is delayed, undelivered, corrupted, or not sent, except where such liability arises directly from GoWello’s negligence.
14. LIMITATION OF LIABILITY
14.1 Except in cases of fraud, fraudulent misrepresentation, or death or personal injury caused by GoWello’s negligence, and to the fullest extent permitted by law, GoWello shall not be liable for any indirect, special, incidental, or consequential loss or damage. This includes, but is not limited to, loss of profits, revenue, data, business, anticipated savings, goodwill, or wasted expenditure, whether arising in contract, tort (including negligence), equity, or otherwise in connection with the Service, Website, or any related offering.
14.2 If the Client suffers any loss or damage as a result of GoWello’s negligence or failure to comply with these Terms, GoWello’s total aggregate liability in respect of any single incident, or a series of related incidents, shall not exceed the total Fees paid or payable by the Client during the first six (6) months of the Term, or the amount paid up to that date if the Term is shorter.
14.3 The Parties agree that the limitations and exclusions set out in this clause are reasonable in light of all the circumstances.
14.4 Nothing in these Terms shall exclude or limit liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence, nor any liability that cannot lawfully be excluded.
14.5 All other conditions, warranties, or terms that might otherwise be implied into this Agreement—whether by statute, common law, or otherwise—are expressly excluded, including any implied terms relating to satisfactory quality, fitness for purpose, or reasonable care and skill.
14.6 GoWello shall have no liability to the Client, its employees, Users, subcontractors, or agents to the extent that any alleged infringement arises from:
a. Modifications to the Services or Documentation made by anyone other than GoWello;
b. The Client’s or User’s use of the Services or Documentation contrary to GoWello’s instructions; or
c. Continued use of the Services or Documentation after GoWello or an authority has given notice of an alleged or actual infringement.
14.7 The Client is solely responsible for the results obtained from using the Services and Documentation, and for any conclusions or business decisions derived from such use.
14.8 GoWello will use reasonable efforts to meet agreed timelines for data migrations but does not accept any liability for delays or failure to meet such timelines.
14.9 The Client is solely responsible for the preparation and enforcement of its own terms and conditions related to the sale and provision of its products or services to Users. GoWello shall not be liable for any claims, losses, or disputes arising from the Client’s contracts or dealings with its Users. The Client agrees to indemnify, defend, and hold harmless GoWello and its affiliates from any costs, losses, damages, or liabilities resulting from such relationships.
14.10 The limitations and exclusions set out in this clause shall apply regardless of the form of action, whether in contract, tort (including negligence), breach of statutory duty, or otherwise.
14.11 For the purposes of this clause, “GoWello” includes its employees, subcontractors, and suppliers, all of whom shall have the benefit of the exclusions and limitations of liability set out herein under the Contracts (Rights of Third Parties) Act 1999.
15. INTELLECTUAL PROPERTY
15.1 The Client acknowledges and agrees that GoWello owns all rights, title, and interest (including all Intellectual Property Rights) in and to the Service, Website, and Documentation. These rights are protected by English and international intellectual property laws.
The Client, on behalf of itself and its Users, agrees not to copy, reproduce, modify, adapt, or create derivative works of the Service, Website, or Documentation. The Client’s only right is to use the Service in accordance with these Terms; no other rights or licences are granted, whether expressly or by implication.
15.2 The Client must immediately notify GoWello if it becomes aware of:
any third-party claim or action alleging infringement of GoWello’s Intellectual Property Rights; or
any claim that the Client’s possession or use of the Service infringes the Intellectual Property Rights of a third party (“Intellectual Property Infringement”).
The Client shall use all reasonable endeavours to assist GoWello in defending or addressing such claims, including providing necessary documents, filings, or information, and shall follow GoWello’s reasonable instructions. The Client must not admit liability, agree to, or settle any claim of Intellectual Property Infringement without GoWello’s prior written consent.
15.3 3 If any claim (or threatened claim) of Intellectual Property Infringement arises, or GoWello reasonably believes one is likely, GoWello may, at its sole discretion and expense:
a. obtain for the Client the right to continue using the Service (or relevant part thereof);
b. modify the Service to remove the infringement;
c. replace the Service with equivalent non-infringing software; or
d. terminate these Terms immediately upon written notice and refund the Client a fair and proportionate amount of any prepaid Fees as at the termination date.
15.4 This clause does not apply to any claim arising from the Client’s use of the Service other than in accordance with these Terms.
16. CONFIDENTIALITY
16.1 Each Party agrees not to disclose any confidential information relating to the other Party’s business, affairs, patients, clients, suppliers, strategies, or business plans, except as permitted under clause 16.2.
16.2 A Party may disclose the other Party’s confidential information:
16.2.1 to its employees, officers, representatives, contractors, subcontractors, or advisers who need access to such information to exercise rights or perform obligations under these Terms, provided they comply with this confidentiality clause;
16.2.2 if required to do so by law, a court of competent jurisdiction, or a governmental or regulatory authority; or
16.2.3 as reasonably necessary for legitimate business purposes such as securing investment, mergers, or due diligence processes, provided that appropriate confidentiality safeguards are in place.
16.3 Neither Party shall use the other Party’s confidential information for any purpose other than the proper performance of its obligations or exercise of its rights under these Terms.
17. CLIENT DATA
17.1 Subject to the requirements of Data Protection Legislation, GoWello does not claim any ownership rights over Client Data. Client Data refers to any data that the Client, a User, or a third party acting on their behalf (i) provides or uploads to GoWello through the Services, or (ii) is generated through the Client’s or User’s use of the Services.
17.2 GoWello will use Client Data solely for the purpose of delivering the Services, supporting the Client and its Users, and monitoring compliance with this Agreement. However, GoWello may create and use aggregated or anonymised data derived from Client Data to operate, improve, or market its Services. Such aggregated or anonymised data will not be considered Confidential Information, provided it cannot be used to identify the Client or any individual in accordance with Data Protection Legislation.
17.3 Upon termination of this Agreement, GoWello will, following the Client’s written instructions, either delete or transfer all Client Data to the Client and subsequently remove all remaining copies, except where retention is required by law or where data has been anonymised as per clause 17.2. If no instructions are received within 30 calendar days of request, GoWello reserves the right to delete the Client Data at its discretion.
17.4 In the event of loss or damage to Client Data, the Client’s sole remedy shall be for GoWello to use reasonable commercial efforts to restore the affected data from its most recent backup. GoWello shall not be liable for any loss, alteration, destruction, or unauthorised disclosure of Client Data caused by a third party.
18. PRIVACY AND DATA PROTECTION
18.1 Each Party shall comply with all applicable requirements under the Data Protection Legislation. This clause supplements, and does not replace or limit, either Party’s obligations under such laws.
18.2 The Parties acknowledge that, for the purposes of the Data Protection Legislation, the Client acts as the data controller and GoWello acts as the data processor in respect of any Personal Data processed under this Agreement. The terms “controller,” “processor,” “data subject,” “personal data,” “processing,” and related expressions shall have the meanings given under the UK GDPR.
18.3 GoWello processes Personal Data on behalf of the Client, including data relating to the Client’s customers (patients). Such data may include contact details, financial information, and medical records, and therefore may include Special Category Personal Data. This processing is carried out solely to enable the Client to use GoWello’s healthcare and practice management platform.
18.4 Without limiting clause 18.1, the Client shall ensure that all necessary consents and notices have been obtained to lawfully transfer Personal Data to GoWello for the duration and purposes of this Agreement. In connection with such processing, GoWello shall:
18.4.1 process Personal Data only in accordance with the Client’s documented instructions and for the purposes described in clause 18.5.3, unless required to do otherwise by Applicable Law. Where processing is required by law, GoWello shall, unless prohibited, notify the Client before such processing takes place and shall inform the Client if it believes any instruction infringes Data Protection Legislation;
18.4.2 implement and maintain appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing, accidental loss, destruction, or damage, having regard to the nature of the data and the risks involved;
18.4.3 ensure that all personnel authorised to process Personal Data are bound by confidentiality obligations;
18.4.4 assist the Client (at the Client’s cost) in responding to data subject requests and in ensuring compliance with its legal obligations regarding data security, breach notifications, data protection impact assessments, and communications with regulators;
18.4.5 notify the Client without undue delay upon becoming aware of a Personal Data Breach;
18.4.6 on the Client’s written instruction, delete or return all Personal Data and copies thereof on termination of the Services, unless retention is required by Applicable Law; and
18.4.7 maintain complete and accurate records to demonstrate compliance with this clause and allow audits by the Client or its appointed auditor (limited to verifying compliance). The Client shall ensure that any such audit avoids causing unnecessary disruption or damage to GoWello’s operations.
18.5 The Client hereby authorises and approves the following:
18.5.1 GoWello may transfer Personal Data outside the United Kingdom;
18.5.2 GoWello may appoint sub-processors for processing Personal Data (including for data storage, hosting, and customer support), provided such sub-processors are bound by written agreements imposing data protection obligations substantially similar to those set out in this clause. GoWello remains fully responsible for its sub-processors’ acts and omissions. GoWello shall inform the Client of any intended changes to its sub-processors, allowing the Client 14 calendar days to raise any objections on the grounds of a potential breach of Data Protection Law. Should the Client object, it shall indemnify GoWello for any resulting losses, costs, or expenses incurred in accommodating that objection; and
18.5.3 the transfer of Client Personal Data outside the UK where necessary for the provision of the Services, provided that such transfers comply with all Applicable Data Protection Laws. The Client shall cooperate with any reasonable request from GoWello, including executing standard contractual clauses adopted by the EU Commission or the UK Information Commissioner, as applicable.
18.6 If an appropriate safeguard is required for the international transfer of Personal Data under Data Protection Legislation and has not otherwise been agreed, the Model Contract Clauses set out in the Schedule shall apply and be deemed incorporated into this Agreement.
18.7 Where GoWello provides the Client with any GP Data obtained from third-party or publicly available sources, GoWello makes no representation as to its accuracy or the lawfulness of its collection and accepts no liability in respect thereof.
19. FORCE MAJEURE
19.1 1 A “Force Majeure Event” means any event or circumstance beyond a Party’s reasonable control, including but not limited to:
19.1.1 acts of God, flood, drought, earthquake, or other natural disasters;
19.1.2 epidemic or pandemic;
19.1.3 terrorist acts, civil unrest, riots, war (whether declared or not), threat or preparation for war, armed conflict, imposition of sanctions, embargoes, or severance of diplomatic relations;
19.1.4 nuclear, chemical, or biological contamination or sonic boom;
19.1.5 any law, regulation, or action taken by a government or public authority, including export or import restrictions, quotas, prohibitions, or the failure to grant a required licence or consent;
19.1.6 building collapse, fire, explosion, or accident;
19.1.7 labour disputes, strikes, industrial actions, or lockouts;
19.1.8 failure or non-performance by suppliers or subcontractors; and
19.1.9 interruption or failure of utility services, communications, or network connections.
19.2 Provided the requirements of clause 19.4 are met, a Party affected by a Force Majeure Event (the “Affected Party”) shall not be considered in breach of this Agreement, nor held liable for any delay or failure in performing its obligations under it. The time for performance shall be extended for the duration of the Force Majeure Event.
19.3 The corresponding obligations of the other Party shall be suspended and the time for their performance extended to the same extent as those of the Affected Party.
19.4 The Affected Party shall:
19.4.1 notify the other Party in writing as soon as reasonably practicable after becoming aware of the Force Majeure Event, specifying its nature, commencement date, anticipated duration, and expected impact on its ability to perform its obligations; and
19.4.2 use all reasonable endeavours to minimise and mitigate the impact of the Force Majeure Event on its performance.
19.5 If the Force Majeure Event continues to prevent, hinder, or delay the Affected Party’s performance of its obligations for more than six (6) consecutive weeks, the Party not affected may terminate this Agreement by giving the Affected Party four (4) weeks’ written notice.
20. INSURANCE
During the term of this Agreement and for a period of one (1) year thereafter, GoWello shall maintain appropriate insurance coverage with reputable insurers against all risks that a prudent business would reasonably insure against in connection with its obligations under these Terms. GoWello shall, upon the Client’s reasonable request, provide details of such insurance policies and evidence of current premium payments.
21. GENERAL
21.1 The Client shall not assign, transfer, charge, or otherwise dispose of any of its rights or benefits under these Terms, in whole or in part, to any third party. No person other than the Parties shall have any rights to enforce any provision of these Terms under the Contracts (Rights of Third Parties) Act 1999.
21.2 Any notice under these Terms must be in writing and delivered by email. A notice will be deemed received upon transmission. Notices to GoWello shall be sent to info@gowello.co.uk
or such other email address as GoWello may notify in writing. Notices to the Client shall be sent to the email address provided during registration for access to the Service.
21.3 Any failure or delay by GoWello in enforcing any provision of these Terms shall not constitute a waiver of that or any other provision. A waiver of any particular breach shall not operate as a waiver of any subsequent breach.
21.4 If any provision of these Terms is found by a competent authority to be invalid, unlawful, or unenforceable, such provision shall be severed from the remaining Terms, which shall continue in full force and effect to the extent permitted by law.
21.5 GoWello may amend these Terms from time to time. In such cases, GoWello shall provide the Client with reasonable notice of the changes, allowing the Client sufficient time to notify GoWello if it does not agree with the amendments and wishes to discontinue use of the Services.
21.6 Nothing in these Terms shall be construed as creating any partnership, joint venture, or agency relationship between the Parties, nor authorise either Party to act on behalf of or bind the other Party in any way.
21.7 Each Party confirms that it is acting on its own behalf and not for the benefit of any other person.
21.8 These Terms, together with any documents referred to herein, constitute the entire agreement between the Parties relating to the subject matter and supersede all prior agreements, arrangements, and understandings, whether written or oral, concerning that subject matter.
21.9 These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
Questions
If you have any questions about these Terms of Service, please contact us at info@gowello.co.uk
SCHEDULE
Model Contract Clauses: Main Body Particulars
Exporter (Data Exporter): The Client (as set out in these Terms)
Importer (Data Importer): GoWello (as set out in these Terms)
Governing Law (clauses 9 & 11): England and Wales
Appendix 1 – Data Details:
Data Exporter: The Client
Data Importer: GoWello
Data Subjects: As specified in clause 17.3
Categories of Data: As specified in clause 17.3
Special Categories of Data: Yes – medical records
Processing Operations: Provision of the GoWello Service, primarily a patient healthcare management platform.
Appendix 2 – Technical and Organisational Measures:
Physical Access Control:Access to buildings, data centres, and server rooms restricted as necessary. Secure locks, monitoring of unauthorised access, and confidentiality/security protocols for all personnel, contractors, and visitors.
Access controls based on system sensitivity, password protection, maintenance of access records, timely deployment of updates and patches, secure wireless networks and remote access systems (including two-factor authentication).
Selection of sub-processors based on compliance, reliability, and expertise. Prompt instruction and notification in the event of data security incidents, with capability for correction or deletion of data upon request.