This agreement (the “Agreement“) between you (referred to as “You” or “Your“) and Affidea Affidea HO Ireland (referred to as “Affidea“, “we“, “us” or “our“), governs Your access to and use of Affidea’s Portal gateway website (the “Site” or “Portal“) and the Results (as defined below) of the Services (as defined below) available via the Site. You are provided with access to the Site solely to enable you to obtain access to the results (the “Results“) of the diagnostic scanning and imaging services (the “Services“) which Affidea performs, at Your request, for Your patients.

• ACCEPTANCE: By ticking on the “Agree Portal Access Agreement” box before you sign in on the Authentication Panel, You are indicating Your consent to be bound by and become a party to this Agreement. If You do not agree to each and every term of this Agreement then please do not tick the “Agree Portal Access Agreement” box. If You do not tick the “I agree to the Portal Access Agreement , then, if You are an applicant for registration with the Site Your application will be declined by Affidea and You will be notified accordingly. Alternatively, if You are a registered user of the Site, You will be notified by Affidea that Your registration has been terminated. As such, please ensure that You read this Agreement with care. If You are using the Site on behalf of Your employer, You represent that You are authorized to accept the terms of the Agreement on Your employer’s behalf. Unless explicitly stated otherwise, this Agreement will govern Your use of any new features that augment or enhance the current Site. You acknowledge that You are permitted access to this Site in Your capacity as a medical and/or healthcare professional and that You are not accessing or using this Site as a consumer.
• SITE OWNERSHIP AND OPERATION: The Site is owned and operated by Affidea (which expression also includes, where the context requires, our third party suppliers and any other parties involved with the provision or maintenance of the Site). The Site is controlled and operated by Affidea from our administrative IT office. The Site is operated for the purpose of providing access to the Results provided by Affidea to You as a subscriber to the Site.
• AMENDMENTS: Affidea may amend this Agreement, from time to time, by posting amended terms and conditions to the Site. Your continued use of Site, following amendment to this Agreement, shall constitute acceptance of the new terms and conditions. Affidea recommends that You periodically revisit this Agreement in order to review amended terms and conditions. Affidea may add-to, change, suspend or discontinue any aspect of the Site at any time, including the availability of any feature, database or content, accessible via the Site for any technical or administrative reasons whatsoever. Affidea may also impose limits on certain features or restrict Your access to part or all of the Site, without notice or liability, for any technical or administrative reasons whatsoever. In addition, Affidea reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Site or content accessible via the Site.
• ACCESS TO THE SITE: Registered users will be allocated a user name and password for access to the Site. Your user name, password and access token may only be used in order to gain entry to the Results You have subscribed for, and which You are entitled and permitted to access, via the Site. You are responsible for all usage or activity on Your Site account, including safekeeping of Your user name and password. You shall not permit any third party to access the Site using Your user name and/or password. If You lose or forget Your user name and/or password You should contact Affidea at itsupport@affidea.com or 00353 1 6678888. To log on to the Site You must enter Your user name, password and the number which appears on the access token You were provided with at the time of Your registration with Affidea for access to the Site. If You wish to change Your user name or any other account details, You should contact Affidea at itsupport@affidea.com or 00353 1 6678888. Affidea reserves the right to limit the number of registered users of the Site in any organisation.
• TERM: The Site shall be available to You for recurring periods of twelve (12) months each, unless, either, You send notice to Affidea of Your wish to end Your subscription or, alternatively, Affidea sends notice to You, at Your email address listed on your application for access to the Site, of its withdrawal of Your subscription; in either case notice shall be served not less than thirty (30) days before the end of the then current twelve (12) monthly period. In addition, You may terminate Your account at any time, upon thirty (30) days prior notice, by contacting Affidea at [itsupport@affidea.ie or 00353 1 6678888].
• YOUR RESPONSIBILITIES: In consideration of Your use of the Services, You agree to be solely responsible for: (a) providing current, accurate and complete information about You and/or Your organisation as reasonably required by Affidea for Your use of the Site (the “Subscriber Data“); and (b) promptly notifying Affidea of any changes to the Subscriber Data so that it is maintained as current, accurate and complete. If You provide any information that is false, inaccurate, out of date or incomplete, Affidea may suspend or terminate Your account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to use the Site for any unlawful activities. You shall be responsible for Your communications to the Site, including the lawfulness, truthfulness and accuracy of such communications. In particular, but without limitation, You acknowledge that You are responsible for any content that You submit to the Site , and You, not Affidea, have full responsibility for the content, including its legality, reliability and appropriateness. You should not post to the Site any unlawful, threatening, defamatory or obscene material or any material that could give rise to a criminal offence and/or civil liability in any relevant jurisdiction. You are responsible for all costs and charges, including without limitation, for information technology and telecommunications services and equipment, that You incur in order to access the Site and use the Results.
• CONFIDENTIALITY: You acknowledge that You may obtain access, via the Site, to certain Affidea confidential information, including Affidea’s databases containing confidential information of Affidea and its patient and suppliers, such as medical, contractual, technical and other valuable information (“Confidential Information“). You agree to hold Confidential Information (excluding patients Results) in strict confidence and not to further disclosure such Confidential Information. You may provide Confidential Information to employees in Your organization only on a strict “need-to-know” basis. You may use the Confidential Information from the Site solely for the purpose of obtaining the Results Affidea has explicitly agreed to provide and/or make available to You via the Site. You do not acquire any rights in Confidential Information, except the limited right to use Confidential Information in order to obtain the Results Affidea has explicitly agreed to provide to You or agreed to allow You to access via the Site. Upon termination of this Agreement or Affidea’s written request, You must cease use of the Confidential Information (excluding Your patients Results). Any breach of this Agreement will result in severe harm to Affidea for which damages would be an inadequate remedy. Therefore, in addition to its rights and remedies otherwise available at law, Affidea will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. This Agreement impose no obligation upon You with respect to Confidential Information that You can satisfactorily establish:
  • You possessed, without an obligation to maintain its confidentiality, prior to Your obtaining same from Affidea;
  • is or becomes generally known to the public through no act or omission by You or without violation of this Agreement;
  • You obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential;
  • You independently developed without the use of Confidential Information; or
  • You have obtained in response to a valid order by a court or other governmental body, as otherwise required by law.
• TERMINATION: Affidea may suspend or terminate Your right to access the Site any time, including in the event of Your breach of any of the terms of this Agreement. In the event of suspension or termination of Your Site access rights, as set out above, You shall be sent confirmation by e-mail. You are responsible for all charges incurred up to the time Your account is suspended and/or terminated and Affidea shall not be liable to rebate any advance payment of charges due under this Agreement. Affidea will not be liable to You or any third-party for any termination, modification, or suspension of the Services.
• DISCLAIMER: You should use proper skill and care in the use of the information provided in the Site, including the checking of the information against other sources, where appropriate. The information provided on the Site is updated by Affidea from time to time and (other than with respect to the Results) may not, therefore, at all times be current and accurate. Hence, other than with respect to the Results, Affidea makes no representations, warranties, conditions or guaranties as to the quality, suitability, truth, accuracy or completeness of the information contained on the Site. Affidea shall use reasonable skill and care in the compilation, transmission and presentation of the Site. Subject to the foregoing, all warranties, terms and conditions, whether oral or written, express or implied by law, custom or otherwise, including, but not limited to, any warranties, terms and conditions relating to merchantability, fitness for purpose, description or quality, with respect to the Site (albeit excluding the Results) are hereby excluded, to the maximum extent permitted by applicable law. In particular, to the maximum extent permitted by applicable law, Affidea makes no warranty or condition that:
  • that the Site will operate without interruptions, be timely, secure or error free;
  • the Site will meet Your requirements; or
  • the Site and access to the Site will be uninterrupted, timely, secure, or error-free.
• LIABILITY: To the maximum extent permitted by applicable law, Affidea shall not be liable for any direct, indirect or consequential loss or damage however caused whether authorised or not and regardless of the theory of liability, whether in contract, tort (including negligence) or otherwise for loss or damage arising out of or related to: (a) the use of, or the inability to use, the Site ; (b) statements or conduct of any third party on the Site; or (c) unauthorized access to or alteration of Your transmissions or data, even if Affidea has been advised of the possibility of such loss or damage. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with the Site and will not make a claim against Affidea for lost data, inaccurate output, work delays or lost profits resulting from Your use of the Site. In particular You are responsible for ensuring that your computer system meets all relevant technical specifications necessary to access the Site and to permit You to obtain and properly view the Results. You shall be solely responsible for any loss of data or damage to Your computer system resulting from your use of the Site. For the avoidance of doubt, nothing in this Agreement excludes or limits our liability for death or personal injury caused by our negligence or for our fraud or fraudulent misrepresentation.
• LINKS TO OTHER SITES: From time to time the Site may contain links to websites maintained by third parties. These links are provided as a convenience to You. We have not reviewed the information on such sites and are not responsible for the availability or content of any other sites (or sites linked to such sites) or any products or services that may be offered through any other sites. Third party sites may contain information with which Affidea does or does not agree and links to such sites should not be taken as an endorsement of the content of linked sites. Different terms and conditions may apply to Your use of any linked sites.
• SECURITY AND PRIVACY: Affidea has taken commercially reasonable steps to ensure the security of Your communications with the Site. In accessing the Site You accept that information passing over the Internet may not be free from interference by third parties. In consequence, Affidea cannot, and does not, guarantee the privacy or confidentiality of any information relating to You (or Your patients) passing over the Internet. By accessing the Site You authorise us to use, store or otherwise process any personal information which relates to and/or identifies You and/or Your patient to the extent reasonably necessary for us to perform the Services and provide the Results to You via the Site. Further information on data processing in relation to the Services and Results is set out in the Data Protection Schedule to this Agreement. While Affidea is bound by applicable data protection legislation, information which is not personal data, may be used by Affidea as we may deem appropriate in order to improve our range of services to customers and suppliers. In particular You acknowledge that we may use fully anonymised patient data for educational and research purposes. [Like many websites, the Site uses technologies, such as cookies and web beacons, which allow us to make your visit to our website easier and more efficient. A cookie is a little piece of text stored by the browser on your computer, at the request of our server. We may use cookies to deliver content specific to your interests and to save your personal preferences so you do not have to re-enter them each time you connect to the Site – our cookies are not available to other websites. You are always free to decline our cookies, if your browser permits, or to ask your browser to indicate when a cookie is being sent. You can also delete cookie files from your computer at your discretion. Note that if you decline our cookies or ask for notification each time a cookie is being sent, this may affect your ease of use of the Site. For the purpose of the provision of the Site, and in line with our obligations under applicable data protection law, Affidea may send notices to You via either email or ordinary post.
• INTELLECTUAL PROPERTY: The information contained in the Site, including but not limited to the content, selection and layout of text, images, graphics, animation, videos, music, sounds and other materials, are the property of Affidea or its licensors and are protected by national and international copyright, trade mark and other laws. Your limited licence to use the materials on the Site, solely to access and view the Results, does not permit incorporation of the material or any part of it in any other work or publication, whether in hard copy, electronic, or any other form. All product names, model names, slogans, logos and emblems, referred to in the Site, whether or not appearing in large print or with the TM or trade mark symbol, (the “Marks“) are trade marks, service marks, or trade names of Affidea, or its licensors, as appropriate. All rights in the Marks are reserved and no licence or right to use is granted to You.
• GOVERNING LAW: The Site has been designed to comply with the laws of Ireland. Use of the Site is subject to the laws of Ireland which shall exclusively govern the interpretation, application, and effect of this Agreement. The courts of Ireland shall have exclusive jurisdiction over all claims or disputes arising in relation to, out of, or in connection with this Agreement, the Site and Your use of the Site.
• GENERAL: This Agreement constitutes the entire agreement between Affidea and You with respect to Your use of the Site. This Agreement is personal to Affidea and You. You may not assign, novate, sub-contract or otherwise transfer Your subscription to the Site, or part or all of this Agreement, without the prior written consent of Affidea. Nothing in this Agreement shall create or be deemed to create a partnership, joint venture or relationship of employer and employee of any kind between Affidea and You. Affidea shall not be liable for delay or failure to perform any of its obligations under this Agreement where and to the extent that such delay or failure results from any circumstances beyond its reasonable control. If any provision of this Agreement shall be held unlawful, void or unenforceable for any reason then such provision shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision, or portion thereof, shall be enforced to the maximum extent permissible so as to effect the intent of this Agreement and the remainder of this Agreement shall continue in full force and effect. We use our commercially reasonable endeavours to ensure the Site is compliant with the laws of Ireland. However we make no representations that use of the Site is appropriate, or that the Site will be available, outside of the Republic of Ireland and if You view our Site from such locations You do so on Your own initiative and You are responsible for compliance with all applicable laws.

DATA PROCESSING TERMS

• INTRODUCTION: Affidea is engaged, from time to time, in the provision of diagnostic scanning and imaging services (the “Services“) for certain patients (the “Patients“) of the subscriber to Portal, (the “Subscriber” or “You“). The results of the Services (the “Results“) shall be made available to the Subscriber via the Portal (the “Site“). Affidea and the Subscriber shall, in the course of their activities, collect, store and process Personal Data (as defined below) of the Subscriber’s Patients and each recognises that such Personal Data, which may be held on paper, on computer or on other media, is subject to certain legal safeguards as specified in the Data Protection Acts 1988 and 2003 (the “Acts“). In particular, the parties acknowledge that the Acts impose restrictions on how Affidea and the Subscriber may process such Patient Personal Data, and Affidea and the Subscriber each recognise that a breach of the Acts could give rise to legal sanctions as well as bad publicity for the parties. Both Affidea and the Subscriber respect the privacy rights of those Patients about whom they process Personal Data. In order to ensure a clear, compliant and consistent approach to each parties’ obligations under the Acts, Affidea and the Subscriber have instituted this schedule to the Portal Access Agreement (the “Schedule“).
• DEFINITIONS: Terms used in this Schedule shall have the following meanings:
  • “Data Controller” means the Subscriber, being the party who either alone or with others, determines the purposes for and the manner in which its Patients Personal Data is processed.
  • “Data Processor” means Affidea when it Processes Personal Data on behalf of the Subscriber to provide the Services.
  • “Data Subjects” includes all living and deceased individuals about whom Affidea processes Personal Data for and on behalf of the Subscriber, which shall typically be Patients of the Subscriber whose data is processed by Affidea in order to provide the Services.
  • “Personal Data” means data relating to an individual (whether living or deceased) who can be identified from that data (or from that data and other information in possession of the Subscriber, in its capacity as a Data Controller, and/or Affidea, in its capacity as a Data Processor).
  • “Processing” is any activity that involves use of Personal Data, including obtaining, recording or holding Personal Data, or carrying out any operation or set of operations on the Personal Data including organising, amending, retrieving, using, disclosing, erasing or destroying it. Processing also includes transferring Personal Data to third parties.
  • “Sensitive Personal Data” includes information about a Data Subject’s racial or ethnic origin, political opinions, religious or similar beliefs, trade union membership, physical or mental health or condition or sexual life, or about the commission of, or proceedings for, any offence committed or alleged to have been committed by that person, the disposal of such proceedings or the sentence of any court in such proceedings. For the purposes of this Agreement and the Services, Sensitive Personal Data also includes Patient image and/or data files. Sensitive Personal Data can only be processed under strict conditions, generally requiring the express permission of the Data Subject concerned.
• PURPOSE OF SCHEDULE: This Schedule outlines the data protection principles which arise from Affidea’s Processing of Patient Personal Data on behalf of the Subscriber in order to perform the Services and provide the Results via the Site. It is a condition of provision of the Services by Affidea to the Subscriber that each party and their employees and agents who are engaged in the Processing of Personal Data adhere to the requirements of this Schedule. Affidea’s Data Protection Compliance Manager (contactable at itsupport@affidea.com or 00353 1 6678888) is responsible for ensuring Affidea’s compliance with the Acts and with this Schedule, while the Subscriber shall be responsible for its compliance with this Schedule.
• PROCESSING: For the purpose of the Acts, the Subscriber shall be Data Controller with respect to the Personal Data it collects, retains, processes and/or discloses regarding its Patients. Affidea shall be a Data Processor with respect to the Personal Data of the Subscriber’s Patients which it processes in relation to the provision of the Services, for and on behalf of the Subscriber. As Data Controller, the Subscriber must ensure that Personal Data which it collects, processes and provides to Affidea to process (as a Data Processor) for the purpose of the Services are: (a) obtained and processed fairly and lawfully; (b) accurate, complete and kept up to date; (c) obtained only for one or more specified, explicit and lawful purposes; (d) not further processed for incompatible purposes; (e) adequate, relevant and not excessive for those purposes; (f) not kept longer than necessary for those purposes; (g) processed in line with Data Subject’s rights; and (h) kept safe and secure. The Subscriber shall have its own Patient database system to manage Patient appointment bookings, database maintenance and general management and processing of Patient records on behalf of the Subscriber (the “Subscriber Patient Records“). It is acknowledged that while Affidea staff may be provided with access to the Subscriber’s Patient Records by the Subscriber in order to perform the Services, such remain the property and responsibility of the relevant Subscriber and the Subscriber shall be the Data Controller with respect to such Subscriber Patient Records. Affidea, as Data Processor, shall process the Patient Personal Data (including the Subscriber Patient Records) only for the purpose of the provision of the Services and otherwise in accordance with the Subscriber’s instructions from time to time and shall not process the Patient Personal Data provided by the Subscriber for any purposes other than those expressly authorised by the Subscriber. As such the Subscriber acknowledges that Affidea is reliant on the Subscriber for direction as to the extent to which Affidea is entitled to use and process the Patient Personal Data provided by the Subscriber to Affidea for the Services (particularly as such Personal Data is Sensitive Personal Data within the meaning of the Acts). For the avoidance of doubt, Affidea shall not be liable for any claim brought by a Data Subject arising from any action or omission by Affidea, to the extent that such action or omission resulted directly from the Subscriber’s instructions to Affidea. The types of Patient Personal Data that the Subscriber shall provide to Affidea for Processing in relation to the provision of the Services include demographics and clinical details of the Patient along with low resolution images. Note these images are not the original images used for reporting on the patient and should not be used for any diagnosis of the patient.
• SECURITY: Patient Personal Data shall be disclosed to Affidea by the Subscriber for the purpose of the provision of the Services. As a Data Processor Affidea agrees to comply with this Schedule. The Acts require the Subscriber to put in place procedures and technologies to maintain the security of all Subscriber Patient Records and other Patient Personal Data from the point of collection to the point of destruction. Affidea, in its capacity as a Data Processor, agrees that when Patient Personal Data (including the Subscriber Patient Records) are being processed by Affidea on behalf of the Subscriber for the purpose of the provision of the Services, having regard to the state of technological development and the cost of implementing any measures, Affidea will take appropriate technical and organisational measures against the unauthorised or unlawful processing of Patient Personal Data and against the accidental loss or destruction of, or damage to, Patient Personal Data to ensure a level of security appropriate to: (a) the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and (b) the nature of the data to be protected including, but not limited to, the security measures set out below. In the event of any loss of Patient Personal Data arising from the Services by the Subscriber or compromise of the Subscriber’s access to Portal the Subscriber should contact Affidea immediately.
• DATA SUBJECT ACCESS REQUESTS: Under Section 4 of the Acts, the Data Controller and Data Processor are obliged to provide, if requested, Data Subjects with confirmation as to whether Personal Data is kept about them, a description of the categories of Personal Data processed, a copy of such data in intelligible form, a description of the purposes behind the processing of the Personal Data, the identity of any third parties to whom the relevant party discloses or have disclosed the Personal Data, the source of the Personal Data and the logic involved in any automated decisions taken using the Personal Data. A formal request from a Data Subject for information about the Personal Data Affidea holds about them in relation to the provision of the Services will be handled by the Data Protection Compliance Manager. The statutory fee of €6.35 will normally be charged before an access request is dealt with and access requests shall be complied with within 40 days of receipt of the request. Access requests shall be processed in accordance with the Acts and the Data Protection Act.