Rotamap Services Specification for Private Sector Clients

1  General

  1. This document sets out the SPECIFICATION for the Rotamap online rota management services (referred to as ‘the Service’) provided by Rotamap Ltd, Company No. 04551928, to the Client.
  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 Specification and SERVICE DETAILS together constitute the contract between Rotamap Ltd and the Client for the provision of the named Service(s).
  4. The Service(s) comprise of the provision of web-based software for the management of staff rotas, which are as described at www.Rotamap.net and updated from time-to-time.
  5. The ENTIRE SERVICE TERM is the entire term over which the Service is provided by Rotamap to the Client.
  6. The AUTHORISED USERS of the Service are the designated parties given access by the Client to the Service.
  7. 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.

2  The Service

  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 XML or other data feeds, together known as DATA FEED SERVICES, any or all of which may be provided at an additional charge.
  4. AUTHORISED USERS of the Service will be those designated by the Client to have access to the Service. 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.
  5. 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.
  6. 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.
  7. 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.
  8. Service support is generally available during our normal operating hours of 09:00–17:30 (GMT) Monday to Friday other than public holidays and between the Christmas and New Year holiday.
  9. All efforts will be made to respond to support requests within a reasonable time-frame and within 24 hours of the query being placed, within the working hours set out in this SPECIFICATION.
  10. 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.
  11. 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.
  12. The performance of the Service is dependant on the existence of a sufficiently capable local network, user computers and a good quality internet connection. Rotamap take no responsibility for the performance of the Service where this is adversely affected by the Client’s network or computer hardware, or where the Service is impinged upon by services provided by other suppliers to the Client.
  13. 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 may be charged for at consultancy rates.

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 system.
  2. The system will be implemented by Client staff 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 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.

  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 time-scale 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.

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 outside of 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 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 Client
    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 (09:00–17:30 (GMT), Monday–Friday, excluding 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 rota Data Processor as defined by the Data Protection Act 1998 (DPA) to process data relevant to the Service under the provisions of the DPA on its behalf for the ENTIRE SERVICE TERM.
  4. 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.

  5. 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. Disabled staff profiles are not included when calculating staff numbers.
  3. Staff who are rostered on average less 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 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 grow by 5% or more, or by 10 people or more than the numbers set out in the SERVICE DETAILS, the department should notify Rotamap immediately and pay the additional user CHARGES pro-rata to the individual start dates of the additional users and the date set out in the Start Date or its anniversary as set out in the SERVICE DETAILS.
  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 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.
  2. This Service may be terminated by the Client if Rotamap shall go into liquidation whether compulsorily or voluntarily except for the purposes of reconstruction.

9  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. The copyright and intellectual property rights of the SERVICE INFORMATION shall remain vested in Rotamap and shall not pass to the Client.
  3. CLWRota and Medirota are Registered Trade Marks held by Rotamap Ltd.

10  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 10(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.

11  Force Majeure

Rotamap shall not be liable for failure to perform its obligations under this SPECIFICATION if such failure results from circumstance beyond Rotamap’s reasonable control, including but not limited to the Service being affected by extreme weather, riot, war, insurrection, Act of God, fire or flood.

12  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 may be 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.

13  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 management@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.

14  Disputes

  1. This contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
  2. 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 Arbitration Act 1996 and any statutory modification or re-enactment thereof for the time being in force shall apply to such reference.

15  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.