Terms of Use

1. Acceptance of these terms

These Terms of Use (“Terms“) govern access to and use of the NewGen occupational health case management platform (the “Platform“) provided by NewGen Solutions Ltd (“NewGen“, “we“, “us“). They apply alongside any signed Order Form, Master Services Agreement or Data Processing Agreement entered into between NewGen and a client organisation (“Customer“), which shall take precedence in the event of any conflict.

By accessing or using the Platform, you confirm that you are authorised to do so by the Customer that has engaged NewGen, and that you accept these Terms on behalf of yourself and, where applicable, your employer or engaging organisation.

2. Definitions

• “Authorised User” means an individual granted access credentials to the Platform by a Customer, including clinicians, OH administrators, case managers and other permitted roles.
• “Customer Data” means all data, including personal and special category health data, submitted to or generated within the Platform by or on behalf of a Customer.
• “Order Form” means the commercial document specifying the modules, user volumes, term and fees agreed between NewGen and a Customer.
• “Documentation” means any user guides, help materials or specifications made available by NewGen describing use of the Platform.

3. Accounts & access

Access to the Platform is provided exclusively through individual, named user accounts issued to Authorised Users. Shared or generic login credentials are not permitted. Each Authorised User is responsible for maintaining the confidentiality of their own credentials and for all activity conducted under their account.

Access rights (including role-based permissions governing visibility of clinical data) are configured and administered by the Customer’s designated administrators. NewGen is not responsible for access decisions made by a Customer’s own administrative users.

You must notify us promptly at demo@newgensolutions.co.uk if you become aware of any unauthorised access to, or use of, an account.

4. Acceptable use

You agree not to, and not to permit any third party to:

• access or use the Platform other than as authorised by your Customer’s subscription and configured permissions;
• attempt to circumvent, disable or interfere with role-based access controls, audit logging or other security features;
• export, download or extract Customer Data other than through features expressly designed and permitted for that purpose within the Platform;
• reverse engineer, decompile, or attempt to derive the source code of the Platform, except to the extent such restriction is prohibited by applicable law;
• use the Platform to store or transmit unlawful content, or in any manner that infringes the rights of any third party;
• introduce any virus, malware, or other harmful code, or conduct penetration testing without our prior written agreement;
• use any automated means (bots, scrapers) to access the Platform outside of documented API integrations.

5. Subscription, fees & payment

Access to the Platform is provided on a subscription basis as set out in the applicable Order Form. Fees are payable in accordance with the payment terms specified in the Order Form, typically annually or quarterly in advance. Unless otherwise agreed, fees are exclusive of VAT, which will be added at the applicable rate.

Save as expressly agreed in the Order Form, fees are non-refundable. We reserve the right to suspend access for accounts with fees more than 30 days overdue, following written notice.

6. Intellectual property

NewGen and its licensors own all right, title and interest in and to the Platform, including its software, design, “look and feel”, documentation and underlying technology. These Terms grant Customers and Authorised Users a limited, non-exclusive, non-transferable right to access and use the Platform during the subscription term, for internal business purposes only.

Nothing in these Terms transfers ownership of any NewGen intellectual property to a Customer or Authorised User. Customer Data remains the property of the Customer (or the data subjects to whom it relates, as applicable); NewGen claims no ownership rights over Customer Data and processes it solely in accordance with the applicable Data Processing Agreement.

7. Service availability & support

We target Platform availability of 99.5% per calendar month, excluding scheduled maintenance windows (which we will endeavour to schedule outside core business hours and notify in advance) and matters outside our reasonable control (see Force Majeure). Specific service levels, response times and support hours applicable to a Customer are set out in the relevant Order Form or Service Level Schedule, which forms part of the agreement between the parties.

Planned maintenance

Where possible, planned maintenance that may affect availability will be communicated to Customer administrators at least 48 hours in advance via the Platform or by email.

8. Data protection

Processing of Customer Data, including special category health data, is governed by our Privacy Policy and the Data Processing Agreement entered into with each Customer, under which NewGen acts as Data Processor and the Customer acts as Data Controller. Both parties agree to comply with their respective obligations under UK GDPR and the Data Protection Act 2018.

9. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the Platform, and to use it solely for the purposes of exercising rights and performing obligations under these Terms and the applicable Order Form. This obligation does not apply to information that is or becomes public through no fault of the receiving party, or that is required to be disclosed by law or regulatory authority.

10. Warranties & disclaimers

We warrant that the Platform will perform materially in accordance with the Documentation. Except as expressly set out in these Terms or an Order Form, the Platform is provided “as is”, and all other warranties, conditions and representations, whether express or implied by statute, common law or otherwise (including implied warranties of satisfactory quality or fitness for a particular purpose), are excluded to the fullest extent permitted by law.

Nothing in this Section 10 excludes or limits any warranty, or any right a Customer may have, that cannot lawfully be excluded or limited.

11. Limitation of liability

Please read carefully

This section limits our liability to you. Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded under English law.

Subject to the paragraph above, and to the extent permitted by law: (a) we shall not be liable for any indirect, special, or consequential loss, or for loss of profits, revenue, business opportunity, or data, arising out of or in connection with these Terms or use of the Platform; and (b) our total aggregate liability arising out of or in connection with these Terms in any 12-month period shall not exceed the total fees paid by the Customer to NewGen under the applicable Order Form in the 12 months preceding the event giving rise to the claim.

12. Suspension & termination

Either party may terminate the agreement in accordance with the term and termination provisions set out in the applicable Order Form. We may suspend access to the Platform, in whole or in part, immediately and without liability, where we reasonably believe: continued access poses a security risk; use of the Platform breaches Section 4 (Acceptable Use); or fees remain unpaid in accordance with Section 5.

On termination or expiry of a Customer’s subscription, access to the Platform will cease. Customer Data will be retained for a reasonable transition period to enable export, in accordance with the applicable Data Processing Agreement, after which it will be securely deleted in line with our data retention practices.

13. Force majeure

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, war, civil unrest, industrial action, failure of internet or telecommunications infrastructure, or actions of government or regulatory bodies.

14. Governing law & jurisdiction

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 courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

15. Changes to these terms

We may update these Terms from time to time to reflect changes to the Platform, our practices, or applicable law. Material changes affecting an active Customer subscription will be notified in advance in accordance with the notice provisions of the applicable Order Form. Continued use of the Platform following such notice constitutes acceptance of the updated Terms.

16. Contact us

Questions about these Terms can be directed to:

Get in touch

NewGen Solutions Ltd
Email: demo@newgensolutions.co.uk
Registered in England and Wales. Company No. [Company registration number]
Registered office: [Registered office address]