APRICITY TERMS AND CONDITIONS
These terms and conditions (“Terms”), together with the Treatment Plan (as defined below), form an agreement (“Agreement”) between Apricity Fertility UK Limited, a company incorporated in England and Wales (company no. 11402698) whose registered office is at St. James House, 13 Kensington Square, London, England, W8 5HD (“Apricity”, “we, “us”) and you (“Patient”, “you”). These Terms apply to your participation in the Apricity Programme (as defined below).
Apricity operates a “one-stop-shop” which brings together medical excellence, human care and advanced technology to help Patients navigate their fertility journey (“Apricity Programme”). Apricity partners with third party providers to make available fertility treatments and other ancillary treatments (including diagnostic and blood tests, scans, counselling and supplementary therapies) to Patients on a fully customisable basis meaning that Patients have more control over their fertility journey. Information relating to these treatments can be uploaded, accessed and shared by Patients using Apricity’s online platform (“Apricity Platform”) which is integrated the online systems of third party providers. Apricity also provides the time and expertise of an advisor who can assist Patients to navigate with their fertility journey (as further defined below, “Apricity Advisor”).
The Apricity Platform comprises digital and online tools which permit Patients to access general and personalised information relating to a Patient’s fertility treatments and medication, contact details of Apricity’s partner providers and access to the Apricity Advisor enabling such Patients to customise, automate and track their fertility journey.
The Patient wishes to participate in the Apricity Programme and Apricity wishes to make the Apricity Programme available to you subject to these Terms. You should read these Terms carefully so that you understand them.
THE PARTIES AGREE AS FOLLOWS
In these Terms, unless the context requires otherwise, the following terms shall have the meaning assigned to them below:
“Ancillary Treatments” means any treatment offered to Patients through the Apricity Programme, excluding Medical Treatments, which may include, without limitation, diagnostic, blood and other tests, scans, counselling and supplementary therapies.
“Apricity Advisors” means those persons engaged by Apricity to provide part of the Apricity Services and who are qualified nurses or other healthcare professionals.
“Apricity Services” means the services performed by Apricity for Patients as part of the Apricity Programme which may cover, without limitation, the introduction, co-ordination, advising and guiding of Patients on, and the provision of support relating to, the Apricity Programme as further detailed in clause 3.1.
“Business Day” means any day, other than a Saturday or Sunday or public holiday in England, when the banks in London are open for business.
“Cycle” means a cycle of Medical Treatment which in the case of In-vitro Fertilisation (“IVF”) can include the following stages: (a) stimulation; (b) egg collection; (c) fertilisation; (d) reinsertion of fertilised egg.
“Medical Treatment” means those medical fertility treatments which shall be performed by Partner Clinics for the benefit of Patients but which are organised and booked through the Apricity Platform.
“Partner Clinics” means medical clinics who are authorised and regulated by the Human Fertilisation and Embryology Authority and who are engaged by Apricity to collaborate with it to perform the Medical Treatments offered through the Apricity Programme.
“Partner Providers” means third party providers (including, without limitation, Partner Clinics) who are engaged by Apricity to collaborate with it to perform Medical Treatments and other Ancillary Treatments offered through Apricity Programme.
“Treatments” means the Ancillary Treatments and the Medical Treatments and “Treatment” shall mean any one of them.
“Treatment Fees” has the meaning set out in clause 13.
“Treatment Plan” means the plan outlining possible Treatments and the associated Treatment Fees for a Patient produced by an Apricity Advisor following initial discussions, communications and consultation under the supervision of a Partner Clinic with a Patient.
This Agreement will commence on the date that you accept these Terms and continue until either you have completed your Treatment or the Agreement is terminated or cancelled early in accordance with these Terms (“Term”).
3. Apricity Programme
3.1 Subject to receipt of the Treatment Fees, Apricity shall organise and deliver the Apricity Programme to you in accordance with these Terms which shall include the following Apricity Services:
3.1.1 the services and support of an Apricity Advisor who can be contacted by email, telephone or through the Apricity Platform between the hours of 07:00 and 21:00 on Business Days and over a four-hour period on non-Business Days;
3.1.2 access to and use of the Apricity Platform;
3.1.3 information about your fertility journey which will include, without limitation, details of your Treatments, information regarding your medication, general and personalised fertility information and the contact details of Partner Providers and the Apricity Advisor (“Apricity Information”);
3.1.4 co-ordination of the Treatments provided to you by our Partner Providers;
3.1.5 certain administrative and payment services in respect of Treatments (see clause 13 below for further details); and
3.1.6 we may also provide and collect certain information, including consents from you in connection with the performance of Treatments, for and on behalf of our Partner Providers.
3.2 Apricity is registered with the Care Quality Commission and so can provide medical advice and guidance (see clause 8 below for more information). If you have a medical emergency related to the performance of any Medical Treatment or Ancillary Treatment performed by a Partner Provider, you should always contact the Partner Provider, your doctor or the emergency services. Your Medical Treatment will be performed by or under the supervision of our Partner Clinics and all queries of a medical nature and that relate to such Medical Treatment are to be answered by the Partner Clinic.
3.3 Apricity Information: Where Apricity gives you medical information related to your Treatment we are delivering medical information we have received from our Provider Partners. You should always speak to a doctor or healthcare professional if you have any concerns about information you have received from us. In addition, where Apricity delivers guidance and content through the Apricity Platform, this information has been validated by medical professionals and is not a replacement for care.
3.4 We will use our reasonable care and skill to provide the Apricity Programme to you. We will use staff (including your Apricity Advisor) that are trained, qualified and experienced in the activities they are undertaking. If you think that the Apricity Services have not met these standards, please let us know as soon as possible and we will aim to correct the issue or re-perform the Apricity Services. In some cases, we may need to change the way we deliver some of the Apricity Services to you in order to comply with law, guidance or regulations.
3.5 Apricity does not prescribe or dispense any medicines to Patients. Apricity may receive payment for coordinating the delivery of medication as agreed with you and under the direction or supervision of our Partner Providers or relevant prescribing professional or practitioner, where relevant.
4. Contact Information
4.1 You can contact us by telephoning us at +44 (0)11 5824 3928 or by writing to us at email@example.com postal address: Apricity Fertility UK Limited, St James House, 13 Kensington Square, London, W8 5HD.
4.2 If we need to contact you, we will do so by telephone or by text message to the numbers provided to us or by writing to you at the email address or postal address that you have provided to us during sign-up to the Apricity Platform.
4.3 We may send you questionnaires and surveys relating to your experiences with Apricity and the Apricity Programme. Any feedback, opinions or other information that you provide to us in response to such questionnaires or surveys may be used by us including to improve and make changes to the Apricity Programme and as anonymous quotations on our website or in other marketing or publicity materials.
5. Partner Providers
5.1 We collaborate with a number of Partner Providers throughout England and Wales to deliver Treatments to Patients. A current list of our Partner Providers is available [here]. The Treatment Plan that we prepare for you will be on the basis that any Treatments set out therein are performed by our Partner Providers on the basis of their terms and conditions. Of course, you are free to choose fertility treatments from a different provider however, by doing so, you will not be able to participate in the Apricity Programme.
5.2 You will pay Apricity in respect of any Treatments performed by our Partner Providers and we will manage and co-ordinate the payment of the Partner Providers. Where you choose to receive additional Treatments or other services provided by our Partner Providers, you are likely to incur additional fees which may be payable directly to the Partner Providers.
5.3 Our Partner Providers have committed to Apricity to ensure that their performance of the Treatments and their other services are provided with the highest level of care, skill and diligence in accordance with best clinical practice and in the best interests of each Patient. If you do not think that our Partner Providers have provided services to you in accordance with these standards, please let us know as soon as possible. We will raise these concerns with our Partner Providers and they will follow their complaints or other procedures to resolve your concerns.
6. Your Personal Data
6.1 We need to collect some information from you in order to be able to provide the Apricity Programme to you. It is important that the information you provide to us is correct. Our services are provided in English only and you need to provide all information to us in English.
7. Technical Requirements
7.1 The Apricity Platform can be accessed online via the website (www.apricity.life) and through downloading our app (“Apricity App”) onto your device. In order to use the Apricity App, you will need:
7.1.1 iOS version 12.1 or Android version 4.3;
7.1.2 a data connection or WIFI and mobile phone connection (when calling the Apricity Advisor).
7.2 You will be sending and receiving sensitive information through the Apricity Platform. You should make sure you are accessing the Apricity Platform through secure or safe networks with at least WPA-2 security.
7.3 We may update the Apricity Platform from time to time and, if we do, you should update the Apricity App to ensure that it is fully functional.
8. Healthcare Regulation
8.1 The Apricity Programme is not accessible or available to any person under 18 years of age.
8.2 The Apricity Programme is provided only in England and Wales in accordance with English law.
8.3 Apricity is registered with the Care Quality Commission in respect of the following activities: diagnostic and screening and treatment of disease, disorder or injury. Our delivery of the Apricity Programme is made in accordance with the terms of this registration.
8.4 Our Partner Providers are all registered with the applicable English regulatory bodies, as required and as relevant to the Treatment and other ancillary services they provide including, without limitation the Care Quality Commission (www.cqc.or.uk); and/or in the case of Partner Clinics the Human Fertilisation and Embryology Authority (www.hfea.gov.uk).
8.5 The terms and conditions of our Partner Providers will apply to the Treatment and other services that they provide to you. Please carefully read these terms and conditions. Our Partner Providers are all located in England and Wales and use doctors qualified to practice here.
8.6 Apricity and our Partner Providers are only responsible for the provision of medical care and other services under the laws of England and Wales and are not responsible for complying with the laws and regulations of any other jurisdiction.
9. Availability of the Apricity Programme and our Termination Rights
9.1 In some cases we may not provide or we may choose not to make available the Apricity Programme to you. The circumstances where this may occur include:
9.1.1 if you have not provided information that we need to make available the Apricity Programme to you;
9.1.2 if you have been, or our Partner Providers have reported to us that you have been, violent or verbally or physical aggressive to any member of Apricity’s staff or any member of staff of a Partner Provider;
9.1.3 you have not paid any amount due to Apricity or a Partner Provider or you have otherwise breached any term of a contract between you and a Partner Provider;
9.1.4 you have breached any provision of these Terms; and/or
9.1.5 if we terminate our agreement by giving you not less than fourteen (14) days’ prior written notice.
9.2 If any of these or other circumstances arise where we consider that the Apricity Programme is unlikely to be beneficial or applicable to you or which gives Apricity any other reasonable grounds to end your participation in the Apricity Programme, then we may either suspend your right to receive the Apricity Programme or terminate this Agreement by notifying you.
9.3 Where the Apricity Programme is made available to you through your insurer, if you are no longer entitled to receive coverage from such insurer during the course of a Cycle, your participation in the Apricity Programme shall end following the end of such Cycle unless you choose to pay Treatment Fees directly to Apricity for any future Treatment in accordance with these Terms.
9.4 If we end our Agreement, you must stop all activities authorised by these Terms, including your use of the Platform and any Apricity Services. You must delete or remove the Apricity App from all devices in your possession and we may ask you to confirm to us that you have done this. We may cease providing you with access to the Apricity Platform. The following provisions of these Terms shall survive termination or cancellation of this Agreement: clause 1, 3.3, 4, 8.1, 8.2, 8.6, this clause 9.4, along with clauses 14, 16, 18 and 19.
10. Accessing the Apricity Platform: Technical issues
10.1 The Apricity Platform is accessed remotely using the internet, data networks and devices which can access the internet (“Infrastructure”). If you wish to access the Apricity Platform, you should ensure you have an internet-enabled device and a sufficient internet connection available.
10.2 Technical or security threats or issues affecting the Infrastructure may require us to suspend the Apricity Platform in order to ensure it is secure and/or operating optimally. We will minimise these suspensions, but are not responsible to refund charges (if any have been paid) or compensate you if they occur, unless they exceed 30 days in aggregate in any 12 month period, in which event you may cancel your Agreement with us.
10.3 When you use the Apricity Platform or send e-mails to us, you are communicating with us electronically. We will communicate with you by e-mail or by posting notices, alerts, prompts, information fields or other information through the Apricity Platform as is necessary to deliver the Apricity Programme to you.
11. Amending These Terms
We may change these Terms from time to time and, if we do, you will be asked to accept the updated Terms when next signing-in to the Apricity Platform.
12. Events outside of our control
Neither you nor us shall be in breach of this Agreement, nor liable for any failure or delay in performing any obligations under this Agreement arising from or attributable to matters beyond our reasonable control (“Force Majeure Event”) including an act of God, fire, flood, earthquake, windstorm or other natural disaster, explosion or accidental damage, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, terrorist attack, civil war, civil commotion or riots, any failure or delay on the part of a third party supplier, industrial action or strike, power cuts, electronic or communication network breakdowns or government action. If it appears that any Force Majeure Event will last more than fourteen (14) days, then you or we may cancel this Agreement.
13. Price and payment
Unless covered by your insurer or employer, we will inform you in the Treatment Plan of the fees payable in respect of Treatments to be performed by our Partner Providers (“Treatment Fees”). Where Treatment Fees are not covered by your insurer or employer, an invoice in respect of such Treatment Fees shall accompany the Treatment Plan and you are required to pay such invoiced amounts within 5 Business Days and in any event before the applicable Treatment begins should you wish to receive the Treatment outlined in the Treatment Plan. Invoiced sums should be paid by credit or debit card or by electronic transfer of funds to Apricity’s bank account, details of which are set out in the invoice.
14. Our Liability to You
This section sets out important information about our liability to you. Please read this information carefully.
14.1 We are always liable to you if we cause death or personal injury through our negligence or for fraud. We do not exclude our try to exclude this liability in these Terms but, for other types of loss that you may suffer, we do limit our liability as set out below.
14.2 Our Partner Providers are fully responsible for all Treatments and other services that are provided to you by them and will be liable and have insurance for any claims that you may have against them. All Treatments and other services provided to you by our Partner Providers will be on the terms and conditions of such Partners Providers and Apricity, subject to clause 14.1 and insofar as possible under applicable laws, guidance or regulations, disclaims liability for the performance of such Treatments or other services.
14.3 Subject to clause 14.1 and applicable law, we will not be liable to you for an amount greater than the Treatment Fees paid to us by you.
14.4 If we do not comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of these Terms or our failing to use reasonable care and skill. We are not responsible for any loss or damage that is not foreseeable, for any special, consequential or similar damage. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these Terms, both we and you knew it might happen.
14.5 In addition, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
14.6 The Apricity Programme (including, without limitation, the Apricity Platform) is provided solely to Patients who are individuals for domestic and private use. You represent and warrant that: (a) you are an individual who is entering into this Agreement outside the course of trade, (b) all information supplied by you to us during your participation in the Apricity Programme is accurate and complete, and (c) you are not impersonating another person. If you are not an individual or breach any of the warranties or representations in the foregoing sentence, these Terms shall be ineffective as between you and Apricity and we may immediately terminate this Agreement and suspend your access to the Apricity Platform without liability to you.
14.7 Any software and services are provided on an ‘as is’ basis without a warranty of any kind being provided by us.
15. Intellectual Property
15.1 For the purposes of these Terms “intellectual property rights” means any and all intellectual and industrial property rights including patents, trade marks, designs, design rights, copyrights and neighbouring rights, database rights, rights in know-how, trade secrets and confidential information, trading names, internet domain names, email addresses, names of account and user names on digital services or social media services, and other signs and indications of origin, in each case whether registered or not and including pending applications and the right to apply for any of the foregoing and other industrial and intellectual property rights of the same or similar effect anywhere in the world.
15.2 All intellectual property rights in the Apricity Platform, the Apricity Information and the Apricity Programme, our brand and the Apricity logo throughout the world (“our IPR”) belong to us and the rights in the Apricity Programme are licensed (not sold) to you. The logo and branding of our Partner Providers and other business partners are trade marks and/or owned by such parties.
15.3 You have no intellectual property rights in, or to, our IPR other than the right to use them in accordance with these Terms.
15.4 You are licensed to use our IPR only to participate the Apricity Programme including accessing the Apricity Platform and downloading the Apricity App. Any information provided to you by us is provided for the purposes of the Apricity Programme only and for no other purpose. You may share certain information provided to you by Apricity with any of our Partner Providers in the course of receiving Treatments or other services from them.
16. Restrictions relating to the Apricity Platform
16.1 You must not:
16.1.1 rent, lease, sub-license, loan, provide, or otherwise make available, the Apricity Programme (including the Apricity Platform) in any form, in whole or in part to any person without prior written consent from us;
16.1.2 copy our IPR or any other information provided to you as part of the Apricity Programme, except insofar as required to participate in the Apricity Programme;
16.1.3 translate, merge, adapt, vary, alter or modify, the whole or any part of the Apricity Platform nor permit the Apricity Platform or any part of it to be combined with, or become incorporated in, any other programs, except as necessary to use the Apricity Platform on devices as permitted in these Terms;
16.1.4 disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Apricity Platform nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the Apricity App to obtain the information necessary to create an independent program that can be operated with the Apricity App or with another program (“Permitted Objective”), and provided that the information obtained by you during such activities: (a) is not disclosed or communicated without the our prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; (b) is not used to create any software that is substantially similar in its expression to the Apricity App; (c) is kept secure; and (d) is used only for the Permitted Objective.
16.2 Furthermore, you must not:
16.2.1 use the Apricity Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Apricity Platform or any operating system;
16.2.2 infringe our intellectual property rights or those of any third party in relation to your use of the Apricity Platform, including by the submission of any material or information to us (to the extent that such use is not permitted by these Terms);
16.2.3 transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Apricity Platform;
16.2.4 use the Apricity Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users. We do not guarantee that the Apricity Platform will always be virus free and you must ensure that your devices have adequate virus protection software;
16.2.5 collect or harvest any information or data from any service or our systems or attempt to decipher any transmissions to or from the servers running the Apricity Platform; or
16.2.6 attempt to gain unauthorised access to the Apricity Platform. Installation of the Apricity App on a device that has had its operating system compromised by the process of Jailbreaking (Apple iOS) or Rooting (Android) is not permitted and may result in the security of your personal data being compromised.
16.3 The Apricity Platform may contain links to other independent third party websites (“Third party Sites”). Third party Sites are not under our control, and we are not responsible for and do not endorse their content. You will need to make your own independent judgement regarding your interaction with any Third party Sites, including the purchase and use of any products or services accessible through them.
17. Your cancellation rights
Cancellation in the Cancellation Period
17.1 You may cancel your agreement with us within 14 days from the day our Agreement was formed (“Cancellation Period”). If you cancel during the Cancellation Period, we will refund any initial fees paid to us by you within 14 days from the day on which we receive your cancellation notice provided that, if you receive Treatment or any Apricity Services within the Cancellation Period and you subsequently choose to cancel within the Cancellation Period, we will reduce the amount of any refund (or take payment from you) to recover any costs and charges that we administer for and on behalf of the Partner Providers including: (a) any medication and or medicinal product costs incurred by our Partner Providers and any health care services provided by any of them; and (b) the reasonable use of any other Apricity Services provided to you. These will be priced to reflect reasonable use. In the event of cancellation, Apricity reserves the right to refuse any future request to participate in the Apricity Programme.
Cancellation outside of the Cancellation Period.
17.2 You may end this Agreement:
17.2.1 by giving to us not less than fourteen (14) days’ notice;
17.2.2 if for medical reasons, you no longer require Treatment, care or other services provided by our Partner Providers;
17.2.3 if the services are unavailable for reasons outside our control as set out in clause 12;
17.2.4 if you do not like a change we make to these Terms under clause 11 unless you have accepted those Terms; or
17.2.5 if we have failed, within 30 days of receiving notice from you, to fix or re-perform services not provided to the standards set out in clause 3.4.
17.3 If you are currently involved in a Cycle and choose to end this Agreement, the Agreement will come to an end at the end of such Cycle.
17.4 If you end this Agreement under clause 17.2 with us and you paid Treatment Fees to us, we will only refund such Treatment Fees in accordance with our refund terms set out in the Treatment Plan.
17.5 If you wish to cancel this Agreement under this clause 17 (whether during the Cancellation Period or outside of the Cancellation Period), you must give us notice by emailing us at firstname.lastname@example.org.
18. Complaints and Disputes
18.1 If you have a complaint or disagree with us about anything to do with these Terms please contact us as set out in clause 4.
18.2 We may ask you for certain details about you and your complaint in order to address it. Please provide these as soon as you can so that we can resolve your complaint quickly. We will investigate any complaints and then let you know of the outcome of such investigation. We prefer to settle complaints quickly and amicably and so, if our investigation shows that something went wrong, we shall discuss how we propose to fix it with you.
18.3 Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. You can submit a complaint to Centre for Effective Dispute Resolution's (“CEDR”) independent mediation scheme for patients (see https://www.cedr.com/consumer-disputes/healthcare/mediation/introduction). If you are not satisfied with the outcome you can still bring legal proceedings but you must submit a complaint CEDR first.
19. Other Important Terms
19.1 We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
19.2 This Agreement constitutes the entire agreement between the parties and supersede all other agreements, statements, letters and other arrangements between the parties in relation to the subject matter hereof. Each party acknowledges that it has not relied on or been induced to enter this Agreement by a representation other than those expressly set out in this Agreement. This clause does not affect a party’s liability in respect of a fraudulent misrepresentation.
19.3 This Agreement is personal to you. You may not transfer your rights or your obligations under these terms to another person.
19.4 This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
19.5 Each clause of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect. The headings of clauses in these Terms are for explanation only and are not part of this contract.
19.6 Even if we delay in enforcing this Agreement, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this Agreement, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
19.7 This Agreement is governed by English law and you can bring legal proceedings in the English courts. If you are a consumer resident outside England and Wales you may issue proceedings against us under or in relation to these Terms in your local courts.