Clinic Terms and Conditions

In these Terms the following definitions apply:

In these Terms: headings do not affect interpretation; “including” and similar words mean including without limitation; a reference to legislation includes that legislation as amended, extended or re-enacted and any subordinate legislation made under it; “writing” includes email; and references to clauses and Schedules are to the clauses of and Schedules to these Terms. The Schedules form part of these Terms.

These Terms apply to every Clinic that applies to join, registers with, lists Clinic Services on, or receives Bookings through the Platform.

The Clinic accepts these Terms by confirming acceptance through the Platform’s onboarding process or by signing a Commercial Agreement that incorporates them. The individual accepting on the Clinic’s behalf confirms that they are authorised to bind the Clinic. EveryClinic will record the Clinic ID, accepting user ID, version of these Terms, acceptance timestamp and IP address, and retain that evidence for six years after termination, subject to applicable law.

These Terms are available to the Clinic free of charge on the Platform at all times, including before registration, and may be downloaded and printed.

These Terms govern the relationship between EveryClinic and the Clinic only. They are separate from the terms that apply between EveryClinic and Patients, and from each Healthcare Contract.

EveryClinic and the Clinic may sign an order form or other written commercial agreement setting out bespoke commercial terms (a “Commercial Agreement”). If there is any conflict, the following order of precedence applies: (a) the Commercial Agreement, but only where it expressly states that it overrides a specified provision of these Terms; (b) clauses 1 to 28 of these Terms; (c) the Schedules; and (d) any Platform policies or guidance. These Terms and Schedule 3 are intended to replace the standalone Clinic Data Protection and Platform Participation Agreement. If that standalone agreement remains in force, Schedule 3 prevails to the extent of any conflict.

Platform policies and guidance published by EveryClinic apply to the Clinic to the extent that they are consistent with these Terms. Any material change to them is subject to clause 3.

Except for a Clinic-specific Commission rate change under clause 11.8, EveryClinic may change these Terms, the Fee Schedule and Platform policies by giving the Clinic at least 15 days’ notice by email and through the Account. Where a change requires significant technical or commercial adjustments, EveryClinic will give a longer notice period that is reasonable and proportionate. A Clinic-specific Commission rate change is governed by clause 11.8.

If the Clinic does not accept a change notified under clause 3.1, it may terminate these Terms by notice before the change takes effect, with effect on a date before the notified change takes effect.

The Clinic may waive the notice period by a written statement or by a clear affirmative action, such as submitting new Clinic Content, during the notice period. This clause does not apply where clause 3.1 requires a longer notice period for significant adjustments.

The notice periods in clause 3.1 do not apply where EveryClinic: (a) is subject to a legal or regulatory obligation that requires it to change these Terms in a way that does not allow it to respect the notice period; or (b) must change these Terms to address an unforeseen and imminent danger to Patients, Clinics or the Platform arising from fraud, malware, spam, data breaches or other cybersecurity risks.

EveryClinic operates a verification process before approving a Clinic for listing or live Bookings. The Clinic must provide accurate, complete and up-to-date information, including where applicable: (a) Its legal name, registered address and company or business registration details; (b) Ownership, directors and management information, including its registered manager and nominated individual where registered with the Care Quality Commission; (c) Contact details; (d) Its registration with the relevant regulator, including the Care Quality Commission (CQC) in England, Healthcare Improvement Scotland (HIS) in Scotland, Healthcare Inspectorate Wales (HIW) in Wales, or the Regulation and Quality Improvement Authority (RQIA) in Northern Ireland, as applicable, including its registration number, regulated activities and locations for which it is registered; (e) Where the Clinic is a sole proprietor, the names and professional registration numbers of the practitioners who will deliver Clinic Services; (f) Licences and authorisations relevant to the Clinic Services, including any controlled drugs licence; (g) Evidence of the insurance required by clause 14; (h) Its safeguarding policies and the identity of its safeguarding lead; (i) Its complaints procedure; and (j) Any other information reasonably required by EveryClinic.

EveryClinic may verify the information provided, carry out reasonable due diligence and request updated evidence at any time. For Clinics in England, EveryClinic uses CQC data/API information available to it and makes that information visible to its administrators. For Clinics in Scotland, Wales and Northern Ireland, administrators manually review the registration information provided; automated regulator API checks are not currently used for those nations.

Verification is carried out for the purpose of operating the Platform. It is not an assessment of clinical quality and does not transfer to EveryClinic any responsibility for the Clinic’s compliance. EveryClinic will describe its verification process to Patients accurately and will not represent that it endorses the clinical quality of any Clinic.

The Clinic must not list, offer or provide any Clinic Service unless the Clinic and each practitioner delivering it are legally authorised, registered where required, appropriately qualified and competent, and insured to do so.

The Clinic must maintain all required licences, registrations, qualifications, authorisations and insurance throughout its participation. It must notify EveryClinic in writing within 2 Business Days, and immediately where Patient safety may be affected, of:

(a) any suspension, cancellation, restriction, condition or variation affecting the registration of the Clinic or of any practitioner delivering Clinic Services; (b) any enforcement action by a Healthcare Regulator, including any warning notice, notice of proposal or notice of decision, or any rating of “Inadequate”; (c) any investigation by a Healthcare Regulator, the police or another public authority relating to the Clinic Services; (d) any lapse or material reduction of the insurance required by clause 14; and (e) any change of control of the Clinic, or any insolvency event affecting it. EveryClinic may refuse, delay or withdraw approval where information is incomplete, inaccurate, expired or unverifiable, or raises legitimate compliance or Patient safety concerns. Where EveryClinic refuses approval, it will give its reasons unless prohibited by law.

The Clinic must nominate at least one account administrator to manage its Account.

The Clinic is responsible for: (a) Keeping login credentials confidential and using mandatory multi-factor authentication (MFA) on all portals provided by EveryClinic; (b) Ensuring that only Authorised Users access the Account; (c) Keeping its contact and business information accurate; (d) Promptly removing access for individuals who are no longer authorised; and (e) Notifying EveryClinic immediately of any suspected unauthorised access.

The Clinic is responsible for all activity carried out through its Account by its Authorised Users or by anyone using their credentials, except to the extent caused by EveryClinic’s breach of these Terms.

EveryClinic may require additional verification before allowing changes to payment details, ownership information or account administrators, and may hold such changes pending verification.

The Clinic is responsible for the accuracy and lawfulness of all Clinic Content, including its name and description, locations and contact information, practitioners, services and service descriptions, Clinic Prices, appointment availability, opening hours, cancellation terms, and any restrictions or eligibility requirements.

Clinic Content must be clear, accurate, current and not misleading. It must comply with consumer protection law (including the Digital Markets, Competition and Consumers Act 2024), the UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (CAP Code), the Human Medicines Regulations 2012, guidance issued by Healthcare Regulators on advertising and on remote consultation and prescribing, and all other applicable law.

In particular, the Clinic must not: (a) advertise or promote any prescription-only medicine to the public, including by naming a prescription-only medicine (by brand or generic name) in a listing title, service name, description, image or search keyword, except as permitted by law; (b) make claims about the effectiveness, outcome or safety of any Clinic Service that are not supported by adequate evidence; (c) list services that it is unable, unwilling or unauthorised to provide, or list practitioners who will not in fact be available; (d) use testimonials, before-and-after images or other content in breach of the CAP Code or Healthcare Regulator guidance; or (e) state or imply that it is verified, approved or endorsed by EveryClinic other than in the form EveryClinic permits.

Each Clinic Price must be the total price payable to the Clinic for the Clinic Service as described, including all mandatory charges and any VAT. Where the total price cannot reasonably be calculated in advance (for example, because treatment depends on the outcome of an assessment), the listing must explain how the price will be calculated and any additional charges that may apply. The Clinic must not charge more than the displayed Clinic Price for a Booked Service. Any additional service must be clearly explained to the Patient and agreed by the Patient before it is provided.

The Clinic must update its Clinic Content promptly, and in any event within 2 Business Days, after any change to its services, prices, availability, practitioners, registration status or operating arrangements.

EveryClinic may review, format, approve, reject, edit (for formatting, consistency or legal compliance), suspend or remove Clinic Content where reasonably necessary to maintain accuracy, legal compliance, platform quality or Patient safety. Where this restricts the Clinic’s listing, clause 21 applies.

EveryClinic does not require price parity. The Clinic is free to offer the same services through other channels on different prices or conditions.

Standard Clinic and Clinic Service search results are ordered alphabetically by Clinic name by default. Featured listings are handled as described in Part A of Schedule 2. Any filters or sort options selected by a Patient apply as described on the Platform.

EveryClinic offers paid featured listings at the price per day displayed in the Clinic’s Account at the time of purchase. Featured listings are clearly labelled “Featured” to Patients. The placement of featured listings will be described accurately on the Platform.

Where services offered by EveryClinic, or by any business under common ownership or control with EveryClinic, are listed on the Platform, any differentiated treatment they receive is described in Part B of Schedule 2.

The data that the Clinic and EveryClinic can each access through the Platform is described in Part C of Schedule 2.

EveryClinic does not guarantee any level of visibility, traffic or Bookings.

The Clinic must keep its appointment availability on the Platform accurate, whether through the Platform calendar or an approved integration. A Booking confirmed through the Platform is binding on the Clinic, subject to clause 8.3.

The Clinic must: (a) honour confirmed Bookings; (b) ensure that appropriate staff and facilities are available; (c) provide the Clinic Service as described in the listing; (d) give Patients relevant appointment information, including location, preparation and identification requirements; (e) avoid unnecessary cancellations and notify EveryClinic promptly of any unavoidable changes; and (f) not unfairly or unlawfully refuse a Patient access to a Booked Service.

A Clinic may cancel a Booking on clinical, safeguarding, eligibility or safety grounds. It must do so through the Platform, and the cancellation is treated as a Clinic cancellation with a full refund of the Patient Payment.

The Clinic remains solely responsible for the delivery, quality, safety, suitability and outcome of the Clinic Services.

The Clinic may set its own cancellation, rescheduling and no-show policy. Any Clinic-specific policy must be displayed with its listing and must be fair and transparent in accordance with applicable consumer law. If the Clinic has not set a policy, the default policy in Schedule 1 applies.

If the Clinic needs to cancel or reschedule a Booking, it must do so through the Platform as soon as reasonably practicable, and at least 24 hours before the appointment except in genuine emergencies. It must offer the Patient a reasonable alternative. If the Patient does not accept the alternative, the Patient is entitled to a full refund of the Patient Payment.

The Clinic is financially responsible for refunding the Clinic Price where a refund arises from: (a) a Clinic-initiated cancellation or the Clinic’s failure to attend; (b) failure to provide the Booked Service as described; (c) incorrect Clinic Content, including incorrect pricing; (d) service-related issues attributable to the Clinic; or (e) any other circumstance for which the Clinic is responsible.

Where a refund arises from an error in the Platform or other fault of EveryClinic, EveryClinic will bear the cost of that refund.

Where a Booking Fee is refunded to a Patient because of a Clinic cancellation or other failure for which the Clinic is responsible, EveryClinic may recover the amount of the Booking Fee from the Clinic. The treatment of Commission on refunded Bookings is set out in the Fee Schedule.

EveryClinic manages and processes Patient-facing refunds. It will act reasonably and take account of any representations made by the Clinic. The Clinic must respond to any refund enquiry within 2 Business Days. EveryClinic may issue a refund where it reasonably considers that the refund is required by law or by the terms that apply to Patients, or where the Clinic has not responded in time.

The Clinic may retain a late cancellation or no-show charge in accordance with its displayed policy.

The Clinic must not issue refunds outside the Platform for Bookings paid through the Platform without first informing EveryClinic.

EveryClinic operates an online marketplace that enables Patients to find and book Clinic Services. EveryClinic does not provide, supervise or give advice about healthcare, does not triage Patients, and is not a party to any Healthcare Contract.

Each Healthcare Contract is formed directly between the Clinic and the Patient when a Booking is confirmed. The Clinic is the supplier of the Clinic Service for all purposes, including VAT.

The Clinic appoints EveryClinic as its commercial agent for the limited purposes of: (a) presenting Clinic Services and concluding Bookings on the Clinic’s behalf, on the prices and terms set by the Clinic; and (b) receiving Patient Payments on the Clinic’s behalf. EveryClinic has no authority to vary the Clinic Price or the terms of any Healthcare Contract.

Receipt by EveryClinic (or by Stripe on EveryClinic’s behalf) of the Clinic Price for a Booked Service discharges the Patient’s obligation to pay the Clinic for that Booked Service. The Clinic must not seek payment from the Patient again for it.

The Clinic must not independently charge a Patient for a Booked Service or any part of it. This does not prevent the Clinic from charging for additional services agreed directly with the Patient in accordance with clause 6.4.

Any Booking Fee is charged by EveryClinic to the Patient on its own account for use of the Platform and does not form part of the Clinic Price.

The Clinic must open and maintain a Connected Account, accept Stripe’s connected account terms and complete Stripe’s verification requirements. EveryClinic is not liable for the acts or omissions of Stripe, including any payout hold, reserve or delay imposed by Stripe.

The Clinic must pay the Commission and any other Fees payable by it as set out in the Fee Schedule or any Commercial Agreement. EveryClinic will deduct these from the Patient Payment before paying the Settlement Amount.

Subject to receipt of cleared funds and any applicable Stripe requirements, EveryClinic will instruct payment of the Settlement Amount for each Booked Service to the Clinic’s Connected Account within 14 calendar days after the Appointment Date. Stripe’s subsequent payout from the Connected Account to the Clinic’s bank account is separate and subject to Stripe’s payout schedule.

EveryClinic may withhold, delay or adjust settlement because of failed or reversed payments, refunds, Chargebacks, payment disputes, fraud investigations, Stripe requirements, regulatory action affecting the Clinic, or any other deduction or adjustment permitted by these Terms or by law. If settlement is withheld for more than 10 Business Days, EveryClinic will tell the Clinic why, unless prohibited by law.

The Clinic bears the cost of Chargebacks relating to the Clinic Price, together with any associated Stripe dispute fee, except where the Chargeback is caused by EveryClinic’s act or omission. The Clinic must provide supporting evidence within 5 Business Days of request. EveryClinic will contest a Chargeback where it is reasonable to do so.

EveryClinic may set off any amount owed by the Clinic under these Terms, including refunds, Chargebacks and Fees, against any Settlement Amount. If the Settlement Amounts are insufficient, EveryClinic may invoice the Clinic for the balance, which the Clinic must pay within 14 days. Overdue amounts carry interest at 4% a year above the Bank of England base rate from time to time, accruing daily.

Where reasonably necessary to cover anticipated refunds or Chargebacks, EveryClinic may hold a reserve from Settlement Amounts. This may apply, for example, where the Clinic has a high cancellation rate, is subject to regulatory action, or has given or received notice of termination. The reserve will not exceed the Settlement Amounts for Booked Services with Appointment Dates in the following 90 days. EveryClinic will notify the Clinic of any reserve and the reasons for it, and will release it once the risk has passed.

EveryClinic will provide a monthly statement showing Bookings, Patient Payments, Fees, VAT, deductions and Settlement Amounts. The Clinic may raise any query within 60 days of the statement date. After that the statement is treated as accepted, save for manifest error.

The default Commission is 5% of the Clinic Price, inclusive of the payment processing cost described in Schedule 1. A Clinic-specific Commission rate may be displayed in the Clinic’s Account or set out in a Commercial Agreement. EveryClinic may change a Clinic-specific Commission rate with immediate effect for future Bookings by updating the rate shown in the Account and notifying the Clinic by email or Account notification. A rate change will not apply to Bookings confirmed before the effective time shown in the Account. The Clinic’s ordinary termination rights under clause 22 remain available. Changes to other Fees remain subject to clause 3.

EveryClinic is not VAT-registered as at the Effective Date and will not charge VAT on its Fees unless and until it becomes VAT-registered and is legally required to charge VAT. EveryClinic will notify the Clinic if its VAT status changes and will issue a VAT invoice where legally required.

The Clinic is responsible for determining the VAT treatment of the Clinic Services and for accounting for any VAT and other taxes arising on them. Clinic Prices must include any VAT payable by the Clinic.

The Clinic must provide the information EveryClinic reasonably requires to meet its tax reporting obligations, including under the Platform Operators (Due Diligence and Reporting Requirements) Regulations 2023. The Clinic acknowledges that EveryClinic may report information about the Clinic and its Bookings to HM Revenue & Customs.

The Clinic is solely responsible for its relationship with Patients in respect of the Clinic Services, and for their delivery, quality, safety, suitability and outcome.

The Clinic must ensure that: (a) practitioners are appropriately qualified, registered, indemnified, supervised and competent for the services they provide; (b) the Clinic Services comply with the Health and Social Care Act 2008 (Regulated Activities) Regulations 2014 where applicable, and with all relevant professional standards; (c) valid consent is obtained, including appropriate arrangements for children and for adults who may lack capacity; (d) safeguarding obligations for children and adults at risk are met, and age restrictions for age-restricted services are enforced; (e) clinical records are maintained, and relevant information is shared with the Patient’s NHS GP where clinically appropriate and in accordance with professional guidance; (f) incidents and adverse events are managed and reported appropriately, and the duty of candour is met; (g) Patient complaints are handled in accordance with clause 19; and (h) all applicable healthcare, consumer protection, equality, advertising and professional requirements are followed.

Where the Clinic provides remote consultations or prescribes remotely, it must comply with the guidance of the relevant Healthcare Regulators on remote consultation and prescribing.

The Clinic must not discriminate unlawfully against Patients.

EveryClinic does not guarantee the quality, availability, suitability, safety or clinical outcome of any Clinic Service.

The Clinic must maintain appropriate professional indemnity, medical malpractice or clinical negligence cover for all Clinic Services throughout its participation, or ensure that each practitioner holds equivalent indemnity (including through a medical defence organisation) appropriate to their scope of practice and applicable professional requirements. Public liability, employer’s liability and cyber insurance are not mandatory evidence requirements under these Terms.

The Clinic must provide evidence of its professional indemnity insurance on request and on each renewal, and must notify EveryClinic of any cancellation or material change.

The Clinic’s insurance does not limit its liability under these Terms.

EveryClinic and the Clinic are each independent controllers of the personal data they process for their own purposes, except where EveryClinic acts as a processor for a specific feature as described in clause 15.4 and Schedule 3, Part B. (a) EveryClinic is the controller for processing relating to the Platform, including account administration, booking administration, platform-generated communications, payment administration, platform security, fraud prevention, customer support, platform improvement and its own legal and regulatory compliance, except for processing carried out solely on a Clinic’s documented instructions as processor. (b) The Clinic is the controller for processing for its own healthcare purposes, including providing Clinic Services, maintaining clinical records, managing Patient care, communicating with Patients about their care, and meeting its legal and professional obligations.

Each party must comply with Data Protection Legislation and is responsible for establishing its own lawful basis for processing, including a condition for processing special category data. The parties acknowledge that Booking information and appointment chat messages or attachments may in themselves reveal information about a Patient’s health.

The parties must comply with the data sharing terms in Part A of Schedule 3.

Where EveryClinic processes personal data on the Clinic’s behalf, the processor terms in Part B of Schedule 3 apply to that processing. This may arise, for example, where the Clinic uses Platform features to hold clinical communications or documents.

Each party must notify the other without undue delay, and in any event within 48 hours of becoming aware, of any personal data breach affecting personal data shared through the Platform or the security of the Platform or any integration.

Each party must keep confidential all non-public information about the other party’s business that it receives in connection with these Terms, including Fees, commercial terms and nonpublic Platform features. It must use that information only to perform its obligations and exercise its rights under these Terms.

Clause 16.1 does not apply to information that is or becomes public other than through breach of these Terms, was lawfully known to the recipient beforehand, is independently developed, or must be disclosed by law, by a court or by a Healthcare Regulator or other competent authority.

In respect of Patient information received through the Platform, the Clinic must: (a) keep it confidential and restrict access to authorised personnel; (b) use it only to provide the Booked Service and for other legitimate and lawful purposes connected with the Patient’s care; (c) maintain appropriate security measures and prevent unauthorised disclosure; (d) not retain it for longer than necessary or legally required; and (e) not use it for unrelated marketing, sale, profiling or disclosure to third parties, unless permitted by law, supported by an appropriate lawful basis and, where required, with the Patient’s consent.

Where further clinical or health information is required, the Clinic should collect it directly from the Patient in accordance with its own privacy notice and professional obligations.

This clause 16 continues after termination: for 5 years in respect of business information, and indefinitely in respect of Patient information and trade secrets.

Only Patients with a completed Booking may submit a review or rating for a Clinic Service. EveryClinic takes reasonable and proportionate steps to prevent and remove fake and misleading reviews. Administrators may remove reviews in accordance with the published review policy, and the Platform records who removed a review, when it was removed and the reason.

The Clinic must not: (a) fabricate or manipulate reviews, or commission or incentivise others to do so; (b) pressure Patients to provide positive feedback, or offer incentives for reviews; (c) retaliate against Patients for negative reviews; (d) submit reviews on behalf of Patients; or (e) interfere with EveryClinic’s moderation processes.

The Platform does not currently allow Clinics to respond publicly to reviews. If that functionality is introduced, any response must be professional and must not disclose Patient information or confirm that a reviewer is a Patient unless the Patient has made that information public.

EveryClinic moderates reviews in accordance with its published review policy. It will not remove a genuine review merely because it is negative.

For 6 months after a Patient’s first Booking with the Clinic through the Platform, the Clinic must not actively encourage or induce that Patient to book the same or a substantially similar service directly with the Clinic, or through another channel, for the purpose of avoiding Fees.

Clause 18.1 does not restrict: continuity of care or clinically necessary follow-up; Patients who contact the Clinic independently; Patients who were already patients of the Clinic before their first Booking; general marketing not targeted at Patients introduced through the Platform; or the Clinic’s freedom to set different prices on other channels.

If the Clinic breaches clause 18.1, it must pay EveryClinic the Commission that would have been payable had the booking been made through the Platform, without prejudice to EveryClinic’s other rights.

The Clinic remains responsible for handling clinical, professional and service complaints in accordance with its complaints procedure and applicable requirements. This includes signposting Patients to the Independent Sector Complaints Adjudication Service, the Parliamentary and Health Service Ombudsman or another independent reviewer where applicable.

EveryClinic may forward Patient complaints about Clinic Services to the Clinic. The Clinic must acknowledge them within 3 Business Days and keep EveryClinic informed of any outcome that affects the Platform, such as a refund.

The Clinic must cooperate reasonably with EveryClinic in relation to Patient complaints, refund investigations, platform incidents, suspected fraud, safeguarding concerns, and regulatory or legal enquiries relating to the Clinic’s use of the Platform.

EveryClinic may notify a Healthcare Regulator, the police, a local authority safeguarding team or another competent authority, and share relevant information with them, where it reasonably believes there is a risk to Patient safety, a safeguarding concern or unlawful activity, or where required by law. Where lawful and appropriate, EveryClinic will inform the Clinic that it has done so.

EveryClinic and its licensors retain all intellectual property rights in the Platform, its software, branding and content. EveryClinic grants the Clinic a limited, non-exclusive, non-transferable, revocable licence to use the Platform for its legitimate business purposes in accordance with these Terms.

The Clinic must not copy, reverse engineer, reproduce, distribute, scrape, modify or commercially exploit the Platform, or use EveryClinic’s branding except in accordance with EveryClinic’s brand guidelines.

The Clinic grants EveryClinic a non-exclusive, royalty-free, worldwide licence to use, reproduce, display, format, adapt (for formatting and presentation) and distribute Clinic Content for the purposes of operating, maintaining, improving and promoting the Platform, including in marketing and on third-party sites that link to the Platform. The licence lasts for the duration of the Clinic’s participation and for a reasonable period afterwards to allow removal.

The Clinic warrants that it owns or is licensed to use all Clinic Content, that EveryClinic’s use of it in accordance with these Terms will not infringe any third party’s rights, and that it holds all necessary consents from practitioners and other individuals featured in it.

EveryClinic may suspend or restrict the Account, any listing or the Clinic’s ability to receive Bookings, in whole or in part, where reasonably necessary because of: (a) breach of these Terms; (b) inaccurate or misleading Clinic Content; (c) expired, invalid or restricted registrations, licences or insurance; (d) Patient safety or safeguarding concerns; (e) data protection or security concerns; (f) suspected fraud or unlawful activity; (g) repeated cancellations, service failures or unresolved complaints; or (h) legal or regulatory requirements.

Before or at the time a suspension or restriction takes effect, EveryClinic will give the Clinic a written statement of reasons referring to the specific facts and grounds. This does not apply where EveryClinic is prohibited by law or by a competent authority from doing so, or where the Clinic has repeatedly breached these Terms.

The Clinic may clarify the facts through the complaint process in clause 26. EveryClinic will lift a suspension or restriction without undue delay once it is no longer justified.

During a suspension, the Clinic must continue to honour confirmed Bookings unless EveryClinic cancels or transfers them where necessary for Patient safety. Settlement may be withheld in accordance with clause 11.

These Terms start on acceptance and continue until terminated in accordance with this clause 22 or clause 3.2.

The Clinic may terminate these Terms for convenience on 30 days’ written notice, subject to any minimum term in a Commercial Agreement.

EveryClinic may terminate these Terms for convenience on at least 30 days’ written notice, accompanied by a statement of reasons.

EveryClinic may terminate these Terms with immediate effect, by written notice accompanied by a statement of reasons (except where clause 21.2 permits the statement to be withheld), where: (a) it is subject to a legal or regulatory obligation that requires termination in a way that does not allow it to give notice; (b) the Clinic has repeatedly breached these Terms; or (c) another imperative reason permitted by law applies, including where the registration of the Clinic has been cancelled or suspended so that it cannot lawfully provide substantially all of its Clinic Services, or where the Clinic becomes insolvent.

The Clinic may terminate these Terms with immediate effect by written notice if EveryClinic commits a material breach that it fails to remedy within 30 days of written notice, or becomes insolvent.

EveryClinic’s right to suspend or restrict under clause 21 is available at all times, including during any notice period.

On termination, the Clinic’s listings will be removed and its access to the Platform will end, except as needed to manage outstanding matters.

At EveryClinic’s election, the Clinic must either honour confirmed Bookings with Appointment Dates falling before the termination date, or cooperate with their cancellation and full refund to Patients. The Clinic must also continue to cooperate on outstanding refunds, Patient communications, complaints and data protection obligations.

EveryClinic will pay any Settlement Amounts due, after deducting amounts owed by the Clinic. It may retain a reserve in accordance with clause 11.6 for up to 90 days after the last Appointment Date to cover refunds and Chargebacks.

On request made within 30 days of termination, EveryClinic will provide the Clinic with an export of its Booking and transaction data for its own records, subject to Data Protection Legislation.

Clauses 1, 9, 11, 12, 13.1, 14, 15, 16, 18, 19, 23, 24, 25, 26, 27 and 28, together with any other provision intended to survive, continue after termination. Termination does not affect rights and liabilities accrued before it.

The Clinic will indemnify EveryClinic and its officers, employees and group companies against all claims, losses, liabilities, fines and penalties (to the extent lawfully indemnifiable), costs and expenses (including reasonable legal fees) arising from:

EveryClinic will notify the Clinic promptly of any claim covered by clause 24.1 and will provide reasonable cooperation at the Clinic’s cost. The Clinic may conduct the defence of the claim, but must not make any admission or settlement without EveryClinic’s consent (not to be unreasonably withheld). EveryClinic may take conduct of any claim that materially affects its reputation or regulatory position.

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded. Nothing in this clause 25 limits the Clinic’s liability under clause 24, its liability in respect of the Clinic Services, or its obligation to pay any Fees, refunds or other amounts due under these Terms.

Subject to clause 25.1, EveryClinic is not liable for any loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.

Subject to clause 25.1, EveryClinic’s total aggregate liability arising under or in connection with these Terms in any 12-month period shall not exceed the greater of £5,000 and the total Fees paid by the Clinic in the 12 months before the event giving rise to the liability. This cap does not apply to EveryClinic’s obligation to pay Settlement Amounts that are properly due.

The Platform is provided on an “as is” and “as available” basis. EveryClinic does not warrant that it will be uninterrupted or error-free. To the extent permitted by law, all terms implied by statute or common law are excluded.

EveryClinic is not responsible for the conduct of Patients, including information they provide, their attendance, or payments they owe outside the Platform.

The Clinic may complain to EveryClinic about: (a) any alleged failure by EveryClinic to comply with its legal obligations in relation to the Platform; (b) technical issues with the Platform that affect the Clinic; or (c) any measure or conduct of EveryClinic relating to the Platform that affects the Clinic, including any suspension, restriction, termination or ranking decision.

Complaints may be submitted to complaints@everyclinic.co.uk or through the Account. EveryClinic will acknowledge a complaint within 2 Business Days and will consider it properly, with due regard to its importance and complexity. It will deal with the complaint swiftly and effectively, and will communicate the outcome to the Clinic individually in plain and intelligible language.

If a complaint or other dispute is not resolved within 30 days, either party may refer it to mediation with the Centre for Effective Dispute Resolution (CEDR). The parties will engage in good faith. EveryClinic will bear a reasonable proportion of the mediator’s fees. Mediation does not prevent either party from seeking urgent relief from the courts.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control. This does not relieve either party of any payment obligation, or the Clinic of its obligation to fund refunds for Booked Services not provided.

Assignment and subcontracting. The Clinic may not assign or transfer these Terms without EveryClinic’s prior written consent. EveryClinic may assign these Terms to a group company or to a successor to its business on notice. The Clinic may engage practitioners and subcontractors but remains responsible for them.

Relationship. Except for the limited agency in clause 10, nothing in these Terms creates a partnership, joint venture, employment or agency relationship between the parties.

Notices. Notices to EveryClinic must be sent to legal@everyclinic.co.uk and to its registered office. Notices to the Clinic will be sent to the administrator email address on its Account. An email notice is deemed received when sent if sent during business hours on a Business Day, and otherwise at 9am on the next Business Day. This clause does not apply to the service of legal proceedings.

Entire agreement. These Terms and any Commercial Agreement constitute the entire agreement between the parties about their subject matter. Neither party has relied on any representation not set out in them. Nothing in this clause limits liability for fraud.

Severability and waiver. If any provision is found invalid or unenforceable, the rest of these Terms remains in force. A failure or delay in exercising a right does not waive it.

Third party rights. No one other than the parties and the persons indemnified under clause 24 has any right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

Anti-bribery. Each party must comply with the Bribery Act 2010 and must not offer or give any inducement to the other’s personnel in connection with these Terms.

Variation. These Terms may be varied only in accordance with clause 3 or by a written agreement signed by both parties.

These Terms, and any dispute or claim arising out of or in connection with them (including noncontractual disputes), are governed by the law of England and Wales. Subject to clause 26, the courts of England and Wales have exclusive jurisdiction. EveryClinic Ltd Registered office: 2nd Floor College House, 17 King Edwards Road, Ruislip, London, HA4 7AE Company number: 17261715 VAT status: Not VAT-registered as at the Effective Date Website: https://www.everyclinic.co.uk Clinic support: support@everyclinic.co.uk Clinic complaints: complaints@everyclinic.co.uk Data protection: dataprotection@everyclinic.co.uk Legal notices: legal@everyclinic.co.uk

Data shared. From EveryClinic to the Clinic: Patient identity and contact details, date of birth, Booking details (service, appointment date and time, practitioner), information entered by the Patient in booking forms (which may include health information), and payment status. Card details are not shared. From the Clinic to EveryClinic: attendance and cancellation status, information needed for refunds and complaints, and Clinic Content including practitioner details.

Purposes. EveryClinic shares data with the Clinic so that the Clinic can provide the Booked Service and manage the appointment and the Healthcare Contract. The Clinic shares data with EveryClinic so that EveryClinic can operate the Platform, process payments and refunds, handle complaints, prevent fraud and comply with its legal obligations.

Each party must:

Data subject rights. Each party is responsible for responding to requests concerning its own processing. It must forward to the other party, within 5 Business Days, any request that relates to the other party’s processing, and must provide reasonable assistance.

Personal data breaches. Each party will notify the other without undue delay, and in any event within 48 hours of becoming aware of a breach affecting shared data, provide the information available to it, and cooperate in investigating and addressing the breach.

Regulator enquiries. Each party will notify the other within 5 Business Days of any complaint or enquiry from the Information Commissioner concerning shared data, unless prohibited, and will cooperate in responding to it.

Scope. This Part applies only where EveryClinic processes personal data on the Clinic’s behalf, including through appointment chat between the Clinic and the Patient and document storage or attachments used by the Clinic for its own purposes. Chat messages and attachments are retained for 12 months after the Appointment Date and then deleted, unless a complaint or dispute remains open, in which case deletion is postponed until it is closed. Deleted chat content ages out of backups within 35 days. If a backup is restored, the deletion process will be rerun so expired chat content is not restored permanently. The processing covers Patient data, which may include health data, for the duration of the Clinic’s use of the relevant feature and the deletion period that follows.

In respect of that processing, EveryClinic will: