1. Parties and scope
These Terms of Service (the Terms) govern the purchase, installation and use of Eselram supplied by Marlese Rosch Haden trading as Eselram (Eselram, we, us). They apply to customers acquiring Eselram wholly or mainly for purposes relating to their trade, business, craft or profession in the United Kingdom.
Contact: [email protected]. A UK address for formal service must be provided on Eselram business documents and will be supplied for contractual notices on request until a public correspondence address is published.
2. Contract formation
By submitting an order, accepting these Terms during checkout, activating a licence or using Eselram, the customer agrees to these Terms. The order or checkout page, these Terms, the Data Processing Agreement where applicable, and any written order-specific terms form the agreement. If order-specific terms expressly conflict with these Terms, the order-specific terms take priority for that order.
3. Licence and permitted use
While the applicable subscription is active, Eselram grants the customer a limited, non-exclusive, non-transferable and non-sublicensable licence to use Eselram for the licensed business and authorised installation. The licence does not transfer ownership of Eselram software, source code, branding, documentation, release systems or other intellectual property.
Unless Eselram agrees otherwise in writing, one subscription covers one business installation. The customer may allow its authorised staff and contractors to use that installation for the licensed business.
4. Customer data and infrastructure
The customer retains its rights in data it enters into Eselram. Parts of Eselram may be deployed into infrastructure owned or controlled by the customer. Control of that infrastructure does not grant a right to redistribute, resell, sublicense, reverse engineer except to the extent the law prevents that restriction, or commercially exploit Eselram for another business.
5. Customer responsibilities
- Keep accounts, credentials, devices and connected services secure and configure user access appropriately.
- Use Eselram lawfully and maintain any records, notices, consents, licences, insurance and professional requirements applicable to the customer's services.
- Determine the lawful basis, special-category condition where relevant, and retention periods for client data for which the customer is controller.
- Check service, form, price, booking, payment and communication settings before making them available to clients.
- Keep third-party accounts used with Eselram in good standing and maintain appropriate backup and recovery arrangements for customer-controlled infrastructure.
6. Clinical and treatment use
Eselram is administrative and workflow software. It does not provide medical, clinical, legal, tax, insurance or regulatory advice and does not replace professional judgement, training, supervision or insurer requirements. Clinical templates, Fitzpatrick assessment tools and treatment workflows are configurable record-keeping aids. The customer is responsible for deciding whether a template, assessment, consent process or record is appropriate and sufficient for its treatment, qualification, insurer and regulatory obligations.
7. Third-party services
Eselram can connect to third-party services such as Cloudflare, Stripe, Google/Gmail and supported email services. Third-party availability, pricing, onboarding, account decisions and terms are outside Eselram's control. The customer is responsible for charges and compliance associated with third-party accounts it chooses or controls unless an order expressly states otherwise.
8. Fees, billing and taxes
Prices, billing frequency and applicable taxes are shown at purchase or in the applicable order. Subscriptions renew automatically at the stated interval until cancelled. The customer authorises recurring charges to the selected payment method. If payment fails, Eselram may retry payment and may apply the grace period stated at purchase before restricting vendor-controlled licence or service functionality.
9. Cancellation and refunds
The customer may cancel its subscription. Unless the order states otherwise, cancellation takes effect at the end of the current paid billing period and does not create a refund for an unused part of that period, except where required by law or expressly agreed by Eselram. Access remains available through the paid period, subject to these Terms.
10. Data export and closure
After the paid service period ends, Eselram provides a 30-day export/recovery window for Eselram-controlled customer data where applicable. The customer is responsible for exporting data it wishes or is legally required to retain. After that window, Eselram may delete Eselram-controlled customer data, licence records or hosted resources no longer required, subject to legal retention obligations and the DPA. Data remaining solely in customer-controlled infrastructure is subject to the customer's own account and provider arrangements.
11. Updates and service changes
Active subscriptions are eligible for supported updates to the subscribed service. Eselram may make reasonable changes for security, compatibility, legal compliance, reliability and continued operation. Where reasonably practicable, Eselram will communicate a material change that significantly reduces core paid functionality before it takes effect.
12. Acceptable use
- Do not redistribute, resell or sublicense unauthorised copies of Eselram.
- Do not circumvent licensing, access or security controls.
- Do not use one licence for unrelated businesses beyond the agreed scope.
- Do not remove ownership notices, introduce malicious code or attempt unauthorised access to Eselram systems or another customer's environment.
- Do not use Eselram for unlawful, fraudulent or abusive activity.
13. Confidentiality
Each party must take reasonable care to protect confidential information received from the other, use it only for the relationship and disclose it only to people who need it and are bound by appropriate confidentiality obligations, except where disclosure is required by law or the information is already lawfully public.
14. Data protection
Each party must comply with applicable UK data-protection law. Where Eselram processes personal data on the customer's behalf, the Eselram Data Processing Agreement forms part of the agreement.
15. Availability, support and beta services
Eselram depends in part on internet connectivity, customer configuration and third-party services and does not promise uninterrupted or error-free operation. Eselram will use reasonable care and skill in providing vendor-controlled services and addressing material defects. Features expressly identified as beta, preview or test features may change and should not be relied on as the sole means of preserving legally required records.
16. Intellectual property
Eselram and its original software, designs, branding, documentation and related materials remain protected by intellectual-property law. Except for the licence expressly granted, no intellectual-property rights are transferred to the customer.
17. Suspension and termination
Eselram may suspend vendor-controlled services where reasonably necessary because of material breach, security risk, unlawful use or non-payment. Where practicable, Eselram will give notice and a reasonable opportunity to remedy. Either party may terminate for a material breach that is not remedied within a reasonable period after written notice where remedy is possible.
18. Liability
Nothing in these Terms excludes or limits liability where doing so would be unlawful, including liability for fraud or fraudulent misrepresentation, or death or personal injury caused by negligence.
Subject to the previous paragraph, neither party is liable to the other for loss of profit, revenue, business, anticipated savings, goodwill or opportunity, or for indirect or consequential loss, arising from the agreement.
Subject to the first paragraph of this section, Eselram's total aggregate liability arising out of or in connection with the agreement in any rolling 12-month period is limited to the total subscription fees actually paid or payable by the customer to Eselram for Eselram during that 12-month period. If the event giving rise to liability occurs during the first 12 months, the cap is the fees paid or payable from the start of the subscription to the date of the event.
Eselram is not responsible for loss caused by customer misuse, inaccurate configuration, unauthorised changes, failure to secure credentials or customer-controlled infrastructure, or failure or acts of a third-party service outside Eselram's reasonable control. Nothing in this section limits obligations that cannot lawfully be limited under applicable data-protection law.
19. Events outside reasonable control
Neither party is liable for delay or failure caused by events beyond its reasonable control, provided it takes reasonable steps to reduce the effect of the event. This does not excuse payment obligations for services already supplied.
20. Notices
Routine service notices may be sent electronically to the contact details associated with the account. Formal contractual notices should be sent to [email protected] and any additional service address notified by Eselram, or to the customer's registered account contact. A notice is treated as received when delivery can reasonably be evidenced.
21. General
The customer may not assign or transfer the agreement without Eselram's written consent, not to be unreasonably withheld where the customer's business is transferred as a going concern. Eselram may assign the agreement as part of a transfer of the Eselram business or substantially all relevant assets, provided this does not materially reduce the customer's contractual rights.
If a provision is unenforceable, the remaining provisions continue in effect. A delay in enforcing a right is not a waiver. Nothing creates a partnership, joint venture, agency or employment relationship. A person who is not a party to the agreement has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.
22. Governing law and jurisdiction
These Terms and any non-contractual obligations arising from them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, subject to any mandatory rule that applies.
23. Changes and contact
Eselram may update these Terms for future purchases. For an existing subscription, Eselram may make reasonable changes required for law, security, third-party dependencies or service operation. Material changes affecting an existing subscription will be communicated where reasonably practicable.
Supplier: Marlese Rosch Haden trading as Eselram
Email: [email protected]