Rotamap Services Specification for International Clients

Revision AH : July 2022

1 Introduction

This document sets out the SPECIFICATION for the Rotamap web-based service or services (referred to as the ‘Service’) as provided by Rotamap Ltd, Company No. 04551928 (‘Rotamap’), a company based in the UK and registered at Companies House, to the Client.
The Service is provided on an annual term and on an annual rolling basis and is subject to the termination clauses set out in this SPECIFICATION unless otherwise specified in the AGREEMENT.
This AGREEMENT and associated contracts shall be governed by and construed in accordance with English law.

2 Definitions

ADMINISTRATIVE USERS are those AUTHORISED USERS designated by the Client to administer the Service on its behalf and who will act, unless otherwise instructed by the Client, as the Client’s authorised officers and representatives.
AGREEMENT is the agreement entered into between Rotamap and the Client to a copy of which this is annexed.
AUTHORISED USERS of the Service are the designated parties given access by the Client to the Service.
BUSINESS CONTINUITY EVENT means any event including but not limited to a serious hardware or network failure that could impact on the operations of the Client and Rotamap’s ability to provide the Service.
CHARGES are the charges as set out in the AGREEMENT.
CONFIDENTIAL INFORMATION means any information of a confidential or secret nature (including trade secrets, know-how, prototypes, inventions, drawings, designs, plans, lists, processes, formulae, specifications, notations, improvements, software, software documentation or any form of record (whether electronic or otherwise), computer data, business information, customer information, financial information, technical information, marketing information, information in relation to bid applications such as proposed contractual terms, pricing, financial models, software architecture solution design, resource profiling and product methodologies) whether or not recorded in documentary form, or on computer disc, or tape and which is information not readily ascertainable to persons not connected with Rotamap or the Clients or which is not in the public domain.
DATA EXCHANGE SERVICES means the services described in section 3(2) below.
ENTIRE SERVICE TERM is the entire term over which the Service is provided by Rotamap to the Client.
INITIAL SERVICE SETUP MEETING means the first meeting between AUTHORISED USERS and Rotamap.
INVOICE TERM is initially the term between the SERVICE START DATE and the first RENEWAL DATE, and subsequently the term between RENEWAL DATES. This will be an annual term unless otherwise noted in the SERVICE DETAILS or otherwise agreed by Rotamap in writing.
MESSAGING SERVICES means the messaging service described in section 3(2) below.
NOTIFICATION DATE is the date by which notification of the CHARGES for the subsequent INVOICE TERM following the next RENEWAL DATE are to be provided by Rotamap. The NOTIFICATION DATE is four months prior to the RENEWAL DATE.
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.
ROTAMAP OPERATIONS TEAM means senior Rotamap team and members including those with responsibility for contract administration.
SERVICE DETAILS are specific details of the Service such as the Service types, dates, term, contract duration, charges and other fees, as set out separately in the AGREEMENT.
SERVICE START DATE is the date the initial Service setup meeting is held unless otherwise specified in the AGREEMENT.
SERVICE USERS (previously referred to as “ROSTERED STAFF”) are those AUTHORISED USERS whose activity is intended to be managed through the Service.
SERVICE USERS may include UNSUPERVISED GRADES, which refers to all consultants and any other grade of staff that do not require supervision, including SAS grades.
SERVICE USERS may include SUPERVISED GRADES, which refers to all training grades, and all other grades that require supervision.
SITES and/or LOCATIONS for the provision of the Service are deemed to be the administrative offices of the Client.
SUPPLEMENTARY CHARGES means any fees for MESSAGING SERVICES and/or DATA EXCHANGE SERVICES.
SYSTEM means the relevant Rota Management Service, Overview Service, and/or Central Reporting Service as specified in the AGREEMENT.
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.

3 Rota Management Services

This section 3 of the SPECIFICATION is only relevant to Rotamap’s rota management services CLWRota, Medirota and All Doctor Rostering for Organisations and All Doctor Rostering for Groups, as described on Rotamap’s website at www.rotamap.net and as updated from time-to-time. In this section references to the Service pertain only to those parts of the Service relating to Rotamap’s rota management services.

The Service is comprised of the provision of web-based software for the management of clinical staff rotas.
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.
6. Email alerts, text messaging (SMS) alerts, mobile phone applications, mobile application push messaging, and external recipient email alerts, together known as MESSAGING SERVICES.
7. The provision of one-way or bi-directional data exchange facilities through Application Programming Interfaces (APIs) known as DATA EXCHANGE SERVICES.
The charges:
1. CHARGES are determined annually in advance by the Client declaring the number of SERVICE USERS whose activity is intended to be managed through the Service, such declaration permitting management of up to that number of staff.
2. Where the Service is not provided on an organisation-wide arrangement, annual CHARGES after the first year may be informed by renewal notices provided by Rotamap.
3. Inactive staff profiles are not included when determining the number of SERVICE USERS.
4. Staff who are rostered on average fewer than three sessions a week are not included when determining the number of SERVICE USERS.
5. Staff numbers and anticipated charges for the upcoming INVOICE TERM are normally reassessed on the NOTIFICATION DATE.
6. If the actual number of SERVICE USERS grows above the number of SERVICE USERS declared by the Client by 2% or by more or by 5 people the Client should notify Rotamap immediately and pay the additional CHARGES (if any) as set out on the Rotamap website at www.rotamap.net/pricing for the relevant year or years of the Service.
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.
10. No rebate will be provided if the Client utilises the Service for fewer than the declared number of SERVICE USERS.

4 Overview

This section 4 of the SPECIFICATION is only relevant to Rotamap’s Overview service, as described on Rotamap’s website at www.rotamap.net and as updated from time-to-time. In this section references to the Service pertain only to that part of the Service relating to Rotamap’s Overview service.

The Service is comprised of the provision of web-based software for composite views and data aggregation for Rotamap’s rota management services.
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.
6. Mobile phone applications for accessing the Service.
The Service may include:
1. Email alerts, text messaging (SMS) alerts, mobile application push messaging, and external recipient email alerts, together known as MESSAGING SERVICES.
CHARGES are determined annually in advance on a fixed fee basis.

5 Central Reporting

This section 5 of the SPECIFICATION is only relevant to Rotamap’s Central Reporting service as described on Rotamap’s website at www.rotamap.net and as updated from time-to-time. In this section references to the Service pertain only to that part of the Service relating to Rotamap’s Central Reporting service.

The Service is comprised of the provision of web-based software for reporting, data aggreggation and data exchange facilities for Rotamap’s rota management services.
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.
The Service may include:
1. Client and/or organisation management reports and statistics.
2. The exchange of data between Rotamap’s rota management services and Central Reporting, for example the exchange of staff activity information for HR and/or Payroll records.
3. The provision of one-way or bi-directional data exchange facilities through Application Programming Interfaces (APIs) known as DATA EXCHANGE SERVICES.
4. Email alerts, text messaging (SMS) alerts, mobile phone applications, mobile application push messaging, and external recipient email alerts, together known as MESSAGING SERVICES.
CHARGES are determined annually in advance on a fixed fee basis.

6 General

The Client’s use of the Service is governed by this SPECIFICATION.
CHARGES are based on the rate, rates and/or fees set out on the Rotamap website at www.rotamap.net/pricing unless otherwise specified in the AGREEMENT.
The Client is responsible for maintaining the contact details for ADMINISTRATIVE USERS on the SYSTEM and ensuring they are correct.
AUTHORISED USERS include external parties given access to the system by any means, including DATA EXCHANGE SERVICES and MESSAGING SERVICES.
All DATA EXCHANGE SERVICES involving Third Parties are only to be provided on the basis of the Client having established an independent contractual relationship with the Third Party, with the Client being responsible for collaboration with the Third Party, and the Client being responsible also for any and all network and service availability, data quality and related issues with the Third Party’s service.
Rotamap’s DATA EXCHANGE SERVICES integration with any Third Party service will be covered at all times, for the absence of doubt, by Rotamap’s use of information clauses under section 10 and by Rotamap’s limitation of liability under section 17.
The ADMINISTRATIVE USERS are responsible for registering and managing SERVICE USERS with any Service.
Rotamap will liaise with ADMINISTRATIVE USERS to support the Service. Rotamap staff will have access to the account for maintenance, monitoring, reporting and support purposes only.
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.
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.
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.
MESSAGING SERVICES are provided with no guarantee of delivery.
Unless otherwise agreed between Rotamap and the Client, Service support will only be provided to AUTHORISED USERS.
Service support is generally available during our normal operating hours of 08:30–12:00 and 13:00–17:00 UK time Monday to Friday (“WORKING DAY”) other than England and Wales public holidays and between the Christmas and New Year public holidays.
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.
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.
The performance of the Service is dependent on the Client having a sufficiently capable local network, user computers and a good quality 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 software, or where the Service is impinged upon by services provided by other suppliers to the Client.

7 Service Implementation and Training

The Client is expected to ascertain the Service’s suitability for its purposes prior to commencing implementation of the Service and the use of the Service is covered by Rotamap’s limitation of liability under section 17.
The Service will be implemented by Client staff, normally the ADMINISTRATIVE USERS, with assistance from Rotamap.
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.
Rotamap will not be responsible for the Client delaying the implementation of the Service and the agreed charges will still apply.
Rotamap shall provide training, advice and guidance to the Client during the implementation of the Service. Rotamap may also provide additional training to the Client’s ADMINISTRATIVE USERS 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.
Rotamap recommends the following non-contractually binding practices, particularly if the Client is taking on more than one Rotamap service:
1. That each department/directorate rota requires dedicated administrative resource.
2. That clinical involvement in the design and operation of the rota be clearly established.
3. To arrange for Rotamap team members to meet with the clinical body to be rostered ahead of implementation to establish communication and trust.
4. That the Client appoint a Project Coordinator to be trained by Rotamap to provide approximately three days of assistance per departmental/directorate implementation.
5. That the Client appoint clinicians as Senior Clinical Advisors to help liaise with clinicians and communicate the benefits of the Service.
6. That the Project Coordinator and Senior Clinical Advisors liaise closely with Rotamap and senior organisation management to report on implementation resources and progress.
7. That the Client appoints a project board, to include the Project Coordinator and Senior Clinical Advistors, to conduct quarterly progress reviews.

8 Management and Assessment

The Contract will be administered on Rotamap’s behalf by the ROTAMAP OPERATIONS TEAM unless otherwise communicated to the Client.
Rotamap undertakes to provide reports on the progress of the implementation process at least once every six weeks until the Service is fully implemented.
Rotamap undertakes to assist the Client in configuring the management console component of the Service where provided, or periodic automated reports, to provide Key Performance Indicator (KPI) Assessments and Management Information to the Client on a self-service basis.
Where quality standards are to be assessed the quality control processes to be used for assessment will be Rotamap’s software release notification process.

9 Service Interruption and Business Continuity Plan

Rotamap shall undertake upgrades to the Service from time to time. 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.
Notice of upgrades, downtime and other notifications will be made by email and/or in-system notification messages. ADMINISTRATIVE USERS will take full responsibility for reading all such notifications and taking the appropriate action on behalf of the Client.
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 Client.
2. Provision of access to the Service data 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.
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 9(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 UK time, 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

10 Confidentiality and Use of Information

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.
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.
The Client appoints Rotamap as Data Processor as defined by the UK General Data Protection Regulation (UK 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.
The Client will refer to Rotamap’s privacy notices held at www.rotamap.net/privacy.
Rotamap will report the status of the Service’s UK GDPR technical and organisational measures to the Client on request.
Unless the Client directs otherwise, Rotamap will consider the ADMINISTRATIVE USERS the Client’s representatives for UK GDPR purposes, for example to notify the Client of a data Subject Access Request.
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.
Rotamap will not hold any unanonymised Service data outside of the UK unless otherwise specified in the AGREEMENT.
The Client agrees to the use of anonymous data collated by Rotamap. Anonymous 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 10(1) above, and will at no time include personal data as defined by the UK GDPR.
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.
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.

11 Payment

Payments should be made in advance of the INVOICE TERM and are due within 30 days of invoice.
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.

12 Prior Termination

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.

13 Termination

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, unless otherwise agreed.
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.
At or prior to the termination of the Service, the Client may extract its data from the Service using the DATA EXCHANGE 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.
On termination Rotamap shall restrict the Client from continued access to the Service and will delete the Client’s data from the Service.

14 Intellectual Property Rights

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 in writing to the Client by a Director of Rotamap, no rights in or under such property pass to the Client.
The copyright and intellectual property rights of the SERVICE INFORMATION shall remain vested in Rotamap and shall not pass to the Client.
Rotamap, CLWRota and Medirota are Registered Trade Marks held by Rotamap Ltd.

15 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 15(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:

The Client must promptly notify Rotamap in writing of any allegation of infringement.
The Client must make no admission without Rotamap’s consent.
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.

16 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, pandemic, riot, fire, flood or earthquake.

17 Limitation of Liability

Without prejudice to the Client’s statutory rights:

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.
The total liability of Rotamap to the Client as a result of any breach of any term or condition of the AGREEMENT or the SPECIFICATION or as a result of professional negligence, error or omission in the provision of the Service or failure to provide the Service, or any action or inaction or 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.
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.

18 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 from 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.

19 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.

20 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.

contractual documentation