Viridian Vantage Software Terms & Conditions

Introduction

These Terms and Conditions govern your use of the Viridian’s Viridan Vantage software and services, including all associated media, printed or electronic documentation, and any updates or patches to the software.

Acceptance of Terms

By accessing or using Viridian Vantage, you signify your agreement to be bound by these Terms and Conditions. If you do not agree to be bound by the terms outlined herein, please do not access, or use our services. Continued use of Viridian Vantage following any modifications to these Terms and Conditions will constitute your acceptance of such modifications.

3. Service Description

Viridian Vantage is a cloud-based integrated software tool designed to support NHS Providers and Integrated Care Boards (ICBs) in managing workforce and financial data efficiently. As a SaaS platform, Viridian Vantage offers users remote access to our services, which include data analysis, financial performance management, workforce planning, and various other functionalities specific to healthcare management.

4. User Accounts

Account Creation and Management:

Organisational Accounts: Viridian Vantage is available for purchase by organisations through a licence agreement. The organisation's designated administrator must register for an account providing accurate and current information, which is used for service provisioning and official communications.

Responsibility: The organisation is responsible for all activities conducted under its account and must ensure that individual users comply with these Terms and Conditions. It is crucial to maintain the confidentiality of account credentials and to notify Viridian immediately of any unauthorised use of the account or security breaches.

Licence Agreement: Access to Viridian Vantage is granted under a licence agreement, which outlines the terms of use, rights, and responsibilities. It is the organisation's responsibility to manage user access under this licence and ensure compliance with the specified terms.

User Conduct:

Permissible Use: The organisation agrees to use Viridian Vantage only for lawful purposes and in a manner that does not infringe the rights of, or restrict or inhibit the use and enjoyment of the service by any third party. Misuse of the account by any individual user can result in the suspension or termination of the organisation's access to the service.

Security Practices: The organisation is expected to adhere to recommended security practices, such as regularly updating user credentials and employing adequate security measures to protect account access and data integrity.

Termination and Suspension:

Termination by Viridian: We reserve the right to suspend or terminate the organisation's account if any information provided during registration is found to be inaccurate, fraudulent, or if activities conducted through the account violate our Terms and Conditions.

Termination by the Organisation: The organisation may terminate its account in accordance with the terms outlined in the licence agreement. Upon termination, the organisation must cease all use of the service, and will no longer have access to any data associated with the account. The specifics of data retention and deletion post-termination will be governed by the licence agreement and in compliance with applicable law.

5. Intellectual Property Rights

Ownership and Licenses:

Software Ownership: All intellectual property rights in and to the Viridian Vantage software, including all updates, modifications, interfaces, and documentation, remain the exclusive property of Viridian or our licensors. The organisation is granted a license to use the software, which is non-exclusive and non-transferable.

License Grant: The license allows the organisation to use Viridian Vantage for internal business operations only, in accordance with the detailed terms provided in the license agreement and subject to the conditions set out in these Terms and Conditions.

Restrictions:

Prohibited Actions: The organisation is strictly prohibited from copying, modifying, adapting, translating, preparing derivative works from, decompiling, reverse engineering, disassembling, or attempting to derive the source code of the software. The organisation may not rent, lease, lend, sell, redistribute, or sublicense the Viridian Vantage software.

Limitations on Use: The software is provided for use by the purchasing organisation only and cannot be shared or used by any third party without prior written consent from Viridian.

User Content:

Ownership of User Data: The organisation retains ownership of the data and information they provide while using Viridian Vantage. By providing data, the organisation grants Viridian a temporary license to handle this data solely for delivering the contracted service functionalities.

Data Retention for Benchmarking and Testing: Viridian retains the right to use aggregated and anonymized data derived from User Content for the purposes of benchmarking, product improvement, and testing. This use is limited to ensure that individual data cannot be reconstructed or identified.

Content Responsibility: The organisation assumes full responsibility for its data, including ensuring its legality, reliability, and appropriateness.

Protection of Intellectual Property:

Enforcement Measures: Viridian actively enforces its intellectual property rights and will take legal action against unauthorized use or infringement of these rights. This includes any attempts to reproduce, distribute, or otherwise exploit the software outside of the agreed terms.

6. Warranties and Disclaimers

General Disclaimers: Viridian Vantage is provided on an "AS IS" and "AS AVAILABLE" basis. We do not guarantee that the service will be uninterrupted or error-free; nor do we make any warranty as to the results that may be obtained from use of the service.

No Implied Warranties: Viridian and its licensors disclaim all warranties, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the functions contained in the service will meet your requirements or that the operation of the service will be uninterrupted or error-free.

Limitations of Liability: To the fullest extent permitted by applicable law, Viridian shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from:

(a) your access to, use of, or inability to access or use the service;

(b) any conduct or content of any third party on the service, including without limitation, any defamatory, offensive, or illegal conduct of other users or third parties;

(c) any content obtained from the service; or

(d) unauthorized access, use, or alteration of your transmissions or content.

Specific Disclaimers: Viridian does not warrant the accuracy or completeness of any information, including prices, product images, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice. While we endeavour to ensure that all data presented is accurate, we are limited by the accuracy of the data provided to the software. Users are responsible for ensuring the quality of data they input into the service.

7. Termination

Termination by Viridian: Viridian reserves the right to terminate or suspend your access to the service without prior notice, for any reason, including but not limited to breaches of these Terms and Conditions, actions that would cause legal liability, or disruption to others' use of the service. Efforts will be made to notify the organisation using the last provided contact details.

Termination by the Organisation: The organisation may terminate its use of Viridian Vantage by notifying us in writing, subject to the terms specified in the licence agreement. Termination will be effective from the date agreed upon by both parties, as detailed in the written notification.

Consequences of Termination: Upon termination:

The organisation will cease all use of the service and ensure that its users do likewise.

All copies of Viridian Vantage related materials must be deleted from the organisation’s systems and possession.

Any outstanding fees owed to Viridian up to the effective date of termination will become immediately due and payable.

Viridian will delete all organisational data from our systems in accordance with our data retention policy, unless otherwise legally required or permitted to retain certain information.

Post-Termination Assistance: Viridian may, at its discretion, provide post-termination assistance to the organisation to export its data. This assistance is subject to the terms of the post-termination assistance policy, which may involve additional fees.

Survival: Sections concerning Intellectual Property Rights, User Content, Warranties and Disclaimers, Limitation of Liability, and any other provisions which by their nature should survive, will continue in effect beyond the termination of this agreement.

8. Governing Law

Choice of Law: These Terms and Conditions shall be governed by and construed in accordance with the laws of the United Kingdom, without giving effect to any principles of conflicts of law.

Jurisdiction: You agree that any legal action or proceeding between Viridian and you for any purpose concerning these Terms and Conditions or the parties' obligations hereunder shall be brought exclusively in the competent courts located in the United Kingdom.

Dispute Resolution:

Informal Negotiations: To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms and Conditions ("Dispute"), you and Viridian agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one party to the other.

Binding Arbitration: If you and Viridian are unable to resolve a dispute through informal negotiations, either you or Viridian may elect to have the dispute finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. The arbitration shall be conducted in the United Kingdom, in the English language, and the arbitral decision may be enforced in any court.

Restrictions: Each party shall bear its own costs in arbitration unless the arbitrator directs otherwise.

Exceptions to Informal Negotiations and Arbitration: You and Viridian agree that any claims related to the enforcement or validity of your or Viridian’s intellectual property rights are not subject to the above Dispute Resolution requirements.

9. Changes to Terms

Notification of Changes: Viridian reserves the right, at our sole discretion, to modify or replace these Terms and Conditions at any time. When changes are made, we will make a new copy of the Terms and Conditions available on our website. We will also update the "Last Updated" date at the top of the Terms and Conditions.

Responsibility to Review Changes: It is your responsibility to review the Terms and Conditions periodically for changes. If you continue to use Viridian Vantage after we post changes to these Terms and Conditions, you are signifying your acceptance of the new terms.

Communicating Changes: Significant changes to these Terms and Conditions, such as those affecting your rights and obligations, will be communicated to you either through the email address you have provided us or through a prominent posting on the Viridian Vantage platform.

Adjustment Period: You will be given at least thirty (30) days' notice prior to any new terms taking effect. If you disagree with the modifications, you have the right to discontinue using Viridian Vantage before the new terms take effect. Continued use after the date any such changes become effective constitutes your acceptance of the new Terms and Conditions.

10. Contact Information

Customer Support and Inquiries: For questions or concerns regarding these Terms and Conditions, or any other issues related to your use of Viridian Vantage, please contact us at:

Email: Enquiries@Viridian-Associates.com

Postal address: Slip House, Princes Drive, Worcester, WR1 2AB

Our dedicated team is available to assist you with any inquiries or support needs during regular business hours.

11. Miscellaneous Provisions

Severability: If any provision of these Terms and Conditions is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions. This does not affect any non-waivable statutory rights that apply to you.

Waiver: The failure of Viridian to exercise or enforce any right or provision of these Terms and Conditions will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms and Conditions will be effective only if in writing and signed by Viridian.

Entire Agreement: These Terms and Conditions constitute the entire agreement between you and Viridian regarding your use of the service, and any and all other written or oral agreements or understandings previously existing between you and Viridian with respect to such use are hereby superseded and cancelled.

Amendment: Viridian reserves the right to amend these Terms at any time and will notify you of any such changes by posting the revised Terms on the Viridian website. Your continued use of the service after any changes to the Terms constitutes your consent to such changes.

Assignment: You may not assign these Terms and Conditions or any rights or obligations herein without the prior written consent of Viridian and any attempted assignment without such consent shall be void.

--- Terms & Conditions End ---