Rotamap Services Specification for International Clients

1  General

  1. This document sets out the SPECIFICATION for the Rotamap online rota management services (referred to as ‘the Service’) provided to the Client by Rotamap Ltd, a company based in the UK and registered at Companies House, Company No. 04551928.
  2. Specific details of the Service such as the Service types, dates, term, contract duration, charges and other fees are set out separately in the AGREEMENT which constitute the SERVICE DETAILS.
  3. The Service is provided on an annual term and on an annual rolling basis and subject to the termination clauses set out in this SPECIFICATION unless otherwise specified in the AGREEMENT.
  4. The ENTIRE SERVICE TERM is the entire term over which the Service is provided by Rotamap to the Client.
  5. The SERVICE START DATE is the date the initial Service setup meeting is held unless otherwise specified in the AGREEMENT.
  6. The RENEWAL DATE is the date at which the AGREEMENT is set to renew. This will be on each anniversary of the SERVICE START DATE unless otherwise noted in the SERVICE DETAILS or otherwise agreed by Rotamap in writing.
  7. The NOTIFICATION DATE is the date by which notification of the RENEWAL DATE is to be provided by Rotamap. The NOTIFICATION DATE is four months prior to the RENEWAL DATE.
  8. The TERMINATION DATE is the date by which either party must provide the other with notification of its intention to terminate the Service, thus ending the ENTIRE SERVICE TERM. The TERMINATION DATE is three months prior to the RENEWAL DATE.
  9. The AUTHORISED USERS of the Service are the designated parties given access by the Client to the Service.
  10. ROSTERED STAFF may include UNSUPERVISED GRADES, which refers to all consultants and any other grade of staff that do not require supervision, including SAS grades.
  11. This Agreement and associated contracts shall be governed by and construed in accordance with English law.
  12. CONSULTANCY CHARGES refers to the hourly charges for services provided outside of the normal scope of the provision of the Service, report writing and user support, charged at £120/hour.
  13. The SITES and/or LOCATIONS for the provision of the Service are deemed to be the department administrative offices of the Client.
  14. The Client will provide Rotamap with the CONTACT DETAILS of key staff including the authorised officer or representative of the Client department(s) using the Service who, if not otherwise instructed by the Client, will be deemed to be the Clinical Lead of each applicable department, and will undertake to keep this information up-to-date.

2  The Service

The Service comprises of the provision of web-based software for the management of clinical staff rotas.

  1. The Service includes:
    1. Access to a secure account on the Service for the Client and its AUTHORISED USERS.
    2. Hosting of the Service software, the Client’s account and associated data on secure, managed computer servers.
    3. Support for all aspects of the system.
    4. Technical maintenance of the Service software.
    5. Upgrades to the Service software as they are released.
  2. The Service may include email alerts, text messaging (SMS) alerts and mobile phone applications, together known as MESSAGING SERVICES, any or all of which may be provided at an additional charge.
  3. The Service may include data feeds, together known as DATA FEED SERVICES, any or all of which may be provided at an additional charge.
  4. The Client’s use of the Service is governed by this SPECIFICATION.
  5. CHARGES are based on the number of ROSTERED STAFF whose activity is managed through the system.
  6. SUPPLEMENTARY CHARGES include any fees for consultancy, MESSAGING SERVICES and/or DATA FEED SERVICES.
  7. AUTHORISED USERS of the Service will be those designated by the Client, such as administrators and clinical staff, to have access to the Service. AUTHORISED USERS include external parties given access to the system by any means, including DATA FEED SERVICES. Management of access to the Service by AUTHORISED USERS together with general management of the Client’s account will be the responsibility of the Client. Rotamap staff will have access to the account for maintenance, monitoring, reporting and support purposes only.
  8. Unless otherwise agreed by Rotamap the Client will not: allow those who are not AUTHORISED USERS access to the Service; modify, adapt, enhance, translate, reverse engineer, decompile, disassemble or attempt to discover the source code of the Service; or allow the Service to become incorporated or integrated in any other programs, software or hardware.
  9. Computer servers hosting the Service will be maintained in secure, managed facilities. Where these are managed by a Third Party, Rotamap will make all reasonable efforts to ascertain best possible standards of service and assume responsibility for any interruption to the Service where this can be determined to be the fault of Rotamap or one of its suppliers. Rotamap will not permit physical access to its server hosting facilities to any parties other than its own employees and suppliers.
  10. Service support is provided by email and telephone only unless provision of the Service is not possible by these means. Support will normally be provided by email at support@rotamap.net or other email address as provided by Rotamap to the Client.
  11. Unless otherwise agreed between Rotamap and the Client, Service support will only be provided to AUTHORISED USERS.
  12. Service support is generally available during our normal operating hours of 08:30–17:00 UK time Monday to Friday other than UK public holidays and between the Christmas and New Year holiday.
  13. All efforts will be made to respond to support requests within a reasonable time-frame and within 48 hours of the query being placed, within the working hours set out in this SPECIFICATION. Where an immediate resolution is not possible Rotamap will endeavour to provide a response as quickly as is feasible and to keep the Client informed.
  14. Emergency requests will be given priority. This status will be determined by Rotamap, with all due consideration to the Client. Where the request involves a failure of the Service as provided by Rotamap, all efforts will be made for an immediate resolution.
  15. Where at the Client’s request emergency assistance is given and any error is discovered which is not a defect of the Service, Rotamap may at its discretion charge CONSULTANCY CHARGES which shall include travelling time.
  16. The performance of the Service is dependent on the Client having an internet connection. Rotamap takes no responsibility for the performance of the Service where this is adversely affected by the Client’s network computer hardware, or where the Service is impinged upon by services provided by other suppliers to the Client.

  17. Documentation or procedures required by the Client and agreed between both parties which falls outside of the normal provisions and scope of the Service will be conducted and charged for as CONSULTANCY CHARGES.

3  Service Implementation and Training

  1. The Client is expected to ascertain the Service’s suitability for its purposes prior to commencing implementation of the Service.
  2. The system will be implemented by Client, normally the ADMINISTRATIVE USERS, with assistance from Rotamap.
  3. Rotamap will not be liable in any way if the Client is unable to operate the Service in conjunction with its existing systems and programmes.
  4. Rotamap will publish an Implementation Plan to the Client on or before commencement of the initial term of the Service, which shall commence on the SERVICE START DATE.
  5. Any specific modifications to the system for the Client may be subject to additional fees charged as CONSULTANCY CHARGES. No such chargeable work will be undertaken without specific written agreement from both parties.
  6. When additional work is requested and agreed between both parties, the Client shall provide to Rotamap all the requested information and data required for Rotamap to conduct the agreed work, within the timescale agreed between Rotamap and the Client. Rotamap will not be responsible for the delay of the implementation of the Service should this be caused by the failure or delay of the Client to provide the required information or data and any agreed fees will still be charged.
  7. Rotamap shall provide training, advice and guidance to the Client in the application of the Service during the implementation period. Rotamap may also provide additional training to the Client should there be any significant revisions to the Service for which this is deemed necessary, such training requirements to be determined by Rotamap with all reasonable consideration to the Client.

    Thereafter it is expected that the Client will provide all further training to its staff and designated users of the Service. Any additional training requested by the Client may be charged as CONSULTANCY CHARGES.

4  Service Interruption and Business Continuity Plan

  1. Rotamap shall undertake occasional upgrades to the Service. Where a disruption in the Service is anticipated the Client will be notified in advance and such upgrades undertaken after normal working hours wherever possible.
  2. Notice of upgrades, downtime and other notifications will be sent by email to the addresses specified by the Client. The Client is responsible for providing Rotamap with the correct CONTACT DETAILS for notification and takes full responsibility for reading all such notifications and taking the appropriate action.
  3. In case of a serious hardware or network failure Rotamap reserves the right to inform the Client’s ADMINISTRATIVE USERS that a Business Continuity Event has occurred and effect its Business Continuity Plan to relocate the Service to a secondary site using backup data.

    Access to the secondary site may use a different web address from that normally provided.

    Additional and/or alternative contingency arrangements may include:

    1. Creating a PDF file of the current rota and emailing or faxing the PDF to the department.
    2. Provision of access to the rota on a temporary server.
    3. Providing an emergency telephone number at Rotamap’s offices to help resolve queries.

    Data used in emergency situations may be taken from the last daily backup.

    Where such contingency arrangements are in place, the Service will be considered as being provided and Rotamap’s Business Continuity Plan as being in place.

  4. If the Client experiences loss of access to any aspect of the Service that is not scheduled or notified and can be determined to be caused by action or inaction by Rotamap, or a Third Party employed by Rotamap to provide aspects of the Service, and contingency arrangements as set-out in Clause 4(3) have not been met, Rotamap will provide a reimbursement of fees as set out in the following reimbursement schedule:
    The duration of service interruption is determined within a 28-day period and during normal working hours only (08:30–17:00, Monday–Friday, excluding UK public holidays); ‘monthly payment’ means 1/12th of the annual fees:
    • 0–8 hours: No refund
    • 8–16 hours: 30% of monthly payment
    • >16 hours: 100% of monthly payment

5  Confidentiality and Use of Information

  1. Each party agrees that both during the ENTIRE SERVICE TERM and for an unlimited period of time after the ENTIRE SERVICE TERM expires, that it will not disclose to any Third Party any confidential information of the other except as permitted in this SPECIFICATION or as authorised by the other party or as determined by law. Disclosure of this SPECIFICATION and CHARGES to any Third Party are specifically prohibited.
  2. The Client’s data remains the property of the Client at all times during and for an unlimited period of time after the ENTIRE SERVICE TERM expires.
  3. The Client appoints Rotamap as Data Processor as defined by the General Data Protection Regulation (GDPR) and Data Protection Act 2018 (DPA) to process data relevant to the Service, such processing to be done on its behalf as Data Controller for the ENTIRE SERVICE TERM.
  4. The Client will refer to Rotamap’s privacy notices held at www.rotamap.net/privacy which set out the basis for holding personal data, the types of personal data held, how data is processed and other important details pertaining to personal data.
  5. The Client agrees that Rotamap will report any data Subject Access Request relating to the Service to the Client as Data Controller with whom it will coordinate the response to the requester.
  6. Rotamap will not hold any unanonymised Service data outside of the UK.
  7. On termination of the contract all of the Client’s Service data will be deleted.
  8. The Client agrees to the use of anonymous data collated by Rotamap. Data may, for example, be used for the ongoing development of the Service, for illustrative purposes when marketing the Service, for studies into the Service’s use, for cross-departmental benchmarking and research papers amongst other uses. The source and subjects of data used will remain anonymous at all times and will be subject to Clause 5(1) above, and will at no time include personal data as defined by the GDPR.
  9. Where the Freedom of Information Act 2000 (FOIA) is applicable to this Service, conformance to the FOIA will recognise that the operational techniques, data structures and code of the Service constitute commercially sensitive information.
  10. The Client agrees not to use the Service to store ‘Patient identifiable information’ as defined by the NHS Confidentiality Code of Practice of November 2003.

6  Charges

  1. CHARGES are based on the number of ROSTERED STAFF that are being managed by the system at the time of the initial agreement or renewal, unless otherwise set out in the SERVICE DETAILS.
  2. Inactive staff profiles are not included when calculating staff numbers.
  3. Staff who are rostered on average fewer than three sessions a week are not included when calculating staff numbers.
  4. Staff numbers and anticipated charges for the upcoming service period are normally reassessed on the NOTIFICATION DATE.
  5. Temporary peaks and troughs in staff numbers during the course of a 12 month term will be ignored when calculating CHARGES for renewal of the SERVICE.
  6. If the total number of ROSTERED STAFF grows by 2% or more or by 5 people or more than the numbers set out in the Agreement the Client should notify Rotamap immediately and pay the additional user CHARGES if any for that year.
  7. CHARGES will be invoiced on an annual basis and in advance of the service commencement or RENEWAL DATE. Initial CHARGES will be those set out in the SERVICE DETAILS.
  8. CHARGES will escalate annually by the Consumer Price Index (CPI) figure as published by the UK Office of National Statistics on the NOTIFICATION DATE, or 2.5%, whichever is higher, unless otherwise noted in the SERVICE DETAILS.
  9. Rotamap reserves the right to increase CHARGES at the beginning of each successive annual term over and above the normal escalation of CHARGES but undertakes to notify the Client of such increases on or before the NOTIFICATION DATE.

7  Payment

  1. Payments should be made in advance of the service period.
  2. Should the Client fail to make payment when due Rotamap shall have the right by notice in writing to suspend all further services until the default be made good.

8  Prior Termination

  1. Each party may by notice in writing to the other party, notwithstanding that on a former occasion or occasions it has waived its rights, terminate the Service at any time in the event of any breach by the other party of any clause of this SPECIFICATION which is not remedied within 60 days after notice in writing has been given to the other party requiring it to remedy the breach. The exercise by each party of its rights under this clause shall be without prejudice to any accrued rights of action of either party against the other.

9  Termination

  1. Rotamap will provide notice of upcoming renewals by the NOTIFICATION DATE. If Rotamap fails to provide proper notification by the NOTIFICATION DATE then the TERMINATION DATE will be revised to one month after the notice is provided and the 3 month notice period will subsequently follow this.
  2. Termination of the Service requires notice by either party by the TERMINATION DATE or the Service will renew for another annual term on the RENEWAL DATE.
  3. Prior to the termination of the Service, the Client may extract its data from the Service using the DATA FEED SERVICES, for which no fee will be payable by the Client to Rotamap and which facility shall constitute the entirety of the Service Exit Plan unless otherwise agreed.
  4. Rotamap shall restrict the Client from continued access to the Service at the end of the ENTIRE SERVICE TERM.

10  Intellectual Property Rights

  1. The Service and all parts thereof and all title copyright, patent and other intellectual property rights shall remain vested in Rotamap. Except only to the extent to which rights are expressly granted to the Client by Rotamap, no rights in or under such property pass to the Client.
  2. Rotamap, CLWRota and Medirota are Registered Trade Marks held by Rotamap Ltd.

11  Indemnity

Subject to compliance with the usage of the Service as specified in this SPECIFICATION, Rotamap shall indemnify the Client against liability under any injunction or final judgement or any settlement made by Rotamap under 11(3) below for infringement of Third Party United Kingdom patents, copyright and registered designs by the Client’s use of the Service, subject to the following conditions:

  1. The Client must promptly notify Rotamap in writing of any allegation of infringement.
  2. The Client must make no admission without Rotamap’s consent.
  3. The Client must at Rotamap’s request allow Rotamap to conduct and/or settle all negotiations and litigation and must give Rotamap all reasonable assistance. The costs incurred or recovered in such negotiations and litigation shall belong to Rotamap.

12  Force Majeure

Rotamap shall not be liable for failure to perform its obligations under this SPECIFICATION if such failure results from Force Majeure circumstances including war, civil war, armed conflict or terrorism, strikes or lock outs, riot, fire, flood or earthquake.

13  Limitation of Liability

Without prejudice to the Client’s statutory rights:

  1. Rotamap does not warrant that the Service is error free, that all errors will be corrected, or will run on all computer systems. The Service is provided on an ‘as is’ basis, and Rotamap disclaims any implied warranties and conditions including, but not limited to, warranties of merchantability and fitness for a particular purpose.
  2. The Client accepts that Rotamap does not hold professional indemnity insurance and that Rotamap accepts no liability resulting from professional negligence, errors or omissions in the Service or failure to provide the Service except where:
    1. such failure constitutes a Business Continuity Event as set out under 4(3) and subject to the consequential reimbursement schedule under 4(4); or
    2. such liability (if any) is one against which Rotamap is insured under professional indemnity insurance held by Rotamap for the Client’s use of the Service at the Client’s additional expense as set out in the AGREEMENT.
  3. The total liability of Rotamap to the Client as a result of any breach of any term or condition (whether express or implied and whether contained herein or collateral hereto), including without prejudice to the generality hereof, any defect in the Service, or as a result of any negligence of Rotamap or its employees or agents, or as a result of any other cause whatsoever shall not exceed the service charges paid by the Client to Rotamap, unless and to the extent that such liability (if any) is one against which Rotamap is effectively insured under its Public Liability insurance policy and such insurance has not been vitiated by any act or default of the Client in which case the total liability of Rotamap to the Client shall not exceed £1,000,000.
  4. Notwithstanding the above neither party shall in any event be liable for indirect losses or consequential losses or losses of profit by the other or any Third Party; or be liable for the costs of procurement of substitute services or other incidental damages.

14  Notices

Any notice hereunder shall be given by sending the same either:

  • - by Signed for Special Delivery in the case of Rotamap to its registered office for the time being and in the case of the Client to its normal operating address or to such other address as shall from time to time be notified in writing by the Client to Rotamap; or
  • - by email in the case of Rotamap to ops@rotamap.net and in the case of the Client to its normal management team email address as shall time to time be notified in writing by the Client to Rotamap

and any notice so sent shall be deemed to have been served on the day following the date of posting or sending and in proving such service it shall be deemed sufficiently served if the notice was properly addressed and sent by Signed for Special Delivery post.

15  Disputes

In the event of any dispute or disagreement between the parties touching or concerning this Service the same shall be referred to a single arbitrator to be agreed upon by the Parties. The provisions of the UK Arbitration Act 1996 and any statutory modification or re-enactment thereof for the time being in force shall apply to such reference.

16  Headings

The headings of this document are inserted for convenience of reference only and are not intended to be part of or to affect the meaning of any of this SPECIFICATION.