Software-as-a-Service (SaaS) Agreement & SLA

These standard Software-as-a-Service (SaaS) Terms & Conditions ("Agreement") apply to the provision of the Service by MGECS ("The Provider"), to the individual subscriber or the organisation identified as the Customer on the accompanying signed Quotation, Order Form or Subscription Agreement ("The Customer").

For individual subscribers, the effective date of this Agreement is the date of online registration and payment. For organisational customers, the effective date is the date the accompanying Quotation or Order Form is signed by both parties.

1. The Service

1.1 The Provider grants the Customer a non-exclusive, non-transferable licence (either individual or annual site licence, as applicable) to access and use the "Vitals" patient monitor simulator software (the "Service") for the sole purpose of internal training and education.

3. Data Protection and Account Security (UK GDPR)

• 3.1 The Service is designed to process simulated, fictional medical data only.
• 3.2 The Customer agrees that they will not input, upload, or process any real Patient Health Information (PHI) or personally identifiable information of real patients into the Service.
• 3.3 The Provider acts only as a Data Controller for the basic account information (names and email addresses) of the Customer’s authorised instructors, handled in accordance with UK GDPR.
• 3.4 The Customer is solely responsible for maintaining the confidentiality and security of all user accounts and passwords assigned to its instructors. The Provider shall not be liable for any loss or damage arising from the Customer's failure to adequately safeguard account credentials.

4. Service Level Agreement (SLA) & Support

Because the Provider offers the Service as a highly specialised platform, support is structured asynchronously to ensure quality and continuous platform stability.

• 4.1 Support Channels: All technical support requests must be submitted via email to enquiries@mgecs.co.uk.
• 4.2 Exclusions: Telephone support, synchronous daytime emergency support, and bespoke customisation of the Software (such as writing custom scenarios) are outside the scope of this standard licence and, if requested, will be subject to separate consultation fees.
• 4.3 Response Times: The Provider aims to acknowledge and respond to support queries within 48 hours.
• 4.4 Asynchronous Resolution: Routine maintenance, bug fixes, and technical support interventions are intentionally scheduled outside of standard daytime operational hours (e.g., during evenings or weekends) to minimise disruption to Customer activity.
• 4.5 Continuous Development: The Customer acknowledges that the Service is a cloud-based platform subject to continuous development. The Provider reserves the right to update, modify, add, or remove features at its sole discretion, provided that such modifications do not materially degrade the core functionality.
• 4.6 Reliance on Third-Party Infrastructure: The Customer acknowledges that the Service operates using third-party cloud infrastructure and real-time database providers (such as Google Firebase). While the Provider utilises enterprise-grade services, the Provider does not guarantee 100% uptime and shall not be held responsible for any service interruptions caused by failures, maintenance, or outages of these third-party services.

5. Intellectual Property

• 5.1 All Intellectual Property Rights (IPR) in the Service, including the underlying code, procedural waveform generators, algorithms, and interface designs, remain the exclusive property of the Provider.
• 5.2 The Customer retains ownership of any custom scenario data (JSON files) they author using the Service's scenario builder.

6. Fees and Payment

• 6.1 Licence Fees (Individual Subscribers): Subscriptions are billed in advance on a recurring, periodic basis (monthly or annually). All payment processing is securely handled by our third-party payment provider, Stripe. Your subscription will automatically renew at the end of each billing cycle unless cancelled via the billing portal.
• 6.2 Licence Fees (Organisations): The Customer agrees to pay the site licence fees as set out in the applicable official Quotation or Order Form agreed between the parties. Unless otherwise specified in the Quotation, the fees are payable annually in advance via invoice, payable within 30 days of the invoice date.
• 6.3 Commercial Terms: Any bespoke commercial agreements, subsidies, or fixed-price guarantees (such as multi-year price locks) will be expressly detailed within the accompanying Quotation or Order Form, which is incorporated into this Agreement by reference.
• 6.4 The Provider reserves the right to suspend access to the Service if payment is not received within the agreed timeframe.
• 6.5 Price Modifications: The Provider reserves the right to modify the fees for the Service at the end of the initial term or any subsequent renewal term. The Provider will provide the Customer with at least thirty (30) days' written notice of any such fee modification prior to the renewal date. Continued use of the Service following the effective date of the price change constitutes the Customer's agreement to the new fees.

7. Refund and Cancellation Policy (Individual Subscribers)

• 7.1 Cancelling Your Subscription: You may cancel your Vitals subscription at any time via the billing portal. Upon cancelling, your subscription will not renew at the end of your current billing cycle.
• 7.2 The 14-Day Cooling-Off Period: In accordance with UK and EU Consumer Contracts Regulations, if you are purchasing a subscription as an individual consumer, you have the right to change your mind and cancel your initial subscription within 14 days of the original purchase date by contacting enquiries@mgecs.co.uk.
• 7.3 Post-14-Day & Renewal Refunds: Outside of the 14-day cooling-off period for the initial purchase, all payments are non-refundable. Automatic renewals are non-refundable.

8. Warranties

8.1 No Implied Warranties: The Service is provided on an "as is" and "as available" basis. To the maximum extent permitted by law, the Provider disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Provider does not warrant that the Service will be error-free or that its operation will be completely uninterrupted.

9. Limitation of Liability

• 9.1 To the maximum extent permitted by applicable law, the Provider shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: (a) loss of profits, sales, or business; (b) loss of anticipated savings; (c) loss of or damage to goodwill; (d) loss of use or corruption of software, data, or information; (e) any indirect, incidental, special, or consequential loss; or (f) any service interruption, data loss, or failure of the Service arising directly or indirectly from the failure, suspension, or termination of third-party hosting, database, or network infrastructure providers.
• 9.2 The total aggregate liability of the Provider under this Agreement shall be strictly limited to the total amount paid by the Customer for the Service in the twelve (12) months preceding the claim.

10. Indemnification

10.1 The Customer agrees to indemnify, defend, and hold harmless the Provider from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable legal fees) arising out of or in any way connected with: (a) the Customer’s breach of this Agreement, specifically including any breach of the clinical use restriction (Clause 2) or data protection obligations (Clause 3); or (b) the Customer’s misuse of the Service.

11. Term and Termination

• 11.1 Term: For organisational customers, this Agreement is valid for an initial term of twelve (12) months from the commencement date. It shall automatically renew for successive 12-month periods unless terminated in accordance with this clause. Individual subscriptions run month-to-month or year-to-year based on the selected billing cycle.
• 11.2 Standard Termination (Organisations): Either party may terminate this Agreement at the end of an active 12-month term by providing at least 30 days' written notice prior to the renewal date.
• 11.3 Termination for Breach: The Provider may terminate or suspend the Service immediately upon written notice if the Customer materially breaches this Agreement (including the clinical use restriction or attempting to reverse-engineer the software).
• 11.4 Termination for Convenience: The Provider reserves the right to discontinue the Service entirely at their sole discretion. In such an event, the Provider will provide the Customer with a minimum of ninety (90) days' written notice. If the Service is discontinued before the end of a paid annual term, the Provider will issue a pro-rata refund to the Customer for the remaining unused months of that term.

12. Force Majeure

12.1 The Provider shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations, or from carrying on its business, by acts, events, omissions, or accidents beyond its reasonable control, including but not limited to failure of a telecommunications network or third-party cloud hosting provider.

13. General Provisions

• 13.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
• 13.2 Severability: If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.

14. Governing Law

This Agreement 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 dispute or claim arising out of this Agreement.