TopDoctors® Terms and Conditions
Effective date: 15.05.2025
BY SUBSCRIBING TO AND USING OUR PLATFORM AND SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS IN THEIR ENTIRETY. THESE TERMS AND CONDITIONS SUPPLEMENT THE MAIN SERVICE CONTRACT/AGREEMENT THAT HAS BEEN SIGNED BETWEEN THE PARTIES.
Subject matter of These Terms and identification of the parties
These Terms and Conditions (the “Terms”) is entered into by and between:
Top Doctors UK Limited (hereinafter “TopDoctors®”, “TD”, “Supplier”, “us” or “we”), a company incorporated and existing under the laws of England and Wales, with its registered office, at 20-22 Wenlock Road, London, England, N1 7GU, and company registration number 10122209.
The Client who subscribes to and/or uses the Supplier’s Services (hereinafter referred to as the “Client”)
All section of these Terms shall be deemed to be part of the main Service Agreement signed between the Parties and any references to words defined within the sections shall be given the relevant meanings within these Terms unless the context suggests otherwise.
These Terms and Conditions (hereinafter as the “Terms”) are effective as of the date on which the Client agrees to these Terms. (“Contract Start Date. In cases where the Client has executed a separate Service Agreement prior to the effective date of these Terms, these Terms shall apply retroactively to such prior Agreement, and the Contract Start Date shall be deemed to be the date on which that Service Agreement was executed. The period from the Contract Start Date until the Contract is terminated is called “Contract Term”.
1. SERVICES
1.1 TopDoctors® shall publish the name and profile as well as the details of the Client within the TopDoctors® UK website and mobile applications (“Website”), free of advertising, with the search facility matched to the Client’s specialisations. The profile shall include relevant data in relation to the Client, outlining the experience and demonstrating the expertise of the Client. Links will be provided to articles, scientific publications, videos, the personal website (if any) of the Client, social media information (if any) of the Client and relevant contact information all in terms reasonably agreed between the Client and TopDoctors®.
Profiles with information about all of the locations that the Client has facilities, and profiles with the basic information of the medical specialists actively practising from the clinic whose inclusion on the Website is agreed between TopDoctors® and the Client will be provided. Unless included in the contract, the profiles of the physicians will only include the physician’s name, information about their specialty practice areas and their history of expertise and experience, but not the facility to book appointments directly with a physician.
1.2 TopDoctors® will provide users of the Website with a secure cloud-based communication suite (“TDCom”) (users of the Website being “Users” and Users who have sought the services of the Client through the Website being “Referred Users”). The TDCom includes (a) the arrangement of appointments with Referred Users (“TDApp”); (b) the ability for Referred Users to prepay for appointments (“TD Wallet); (c) a messaging system (“TDMS”) to enable the Client and the Referred Users to communicate with each other; and (d) an audio/video conferencing system (“TDVC”) to enable the Client and the Referred Users to interact with each other in real time.
1.3 TopDoctors® will provide access to the medical history service for the management of patient clinical data. The medical history service shall only contain patient clinical data that the patient has shared with clinics whose services the patient has sourced through TopDoctors® and the physicians at such clinics, and will not contain the patient’s full medical history.
1.4 TopDoctors® will provide the Client with password controlled private access to the Website (“Private Access”) to control such online appointments and contact Referred Users, provide statistics as to the use of the online appointment system and generally to oversee the relevant data deriving from the Website.
1.5 TopDoctors® will enable and provide a licence (which licence shall expire on the expiry of the Contract Term) for the Client to link the Client’s personal website and other web presences to the Website together with the use of the TopDoctors® logo as the exclusive means of providing the relevant links.
1.6 TopDoctors® maintains for the benefit of Users comprehensive medical information (“TopDoctors® Medical Information”) within the TopDoctors® website. The Client shall be entitled to publish up to a maximum of three high standard articles or videos a year (subject to supervision and approval of the TopDoctors® press team) which shall be published within the TopDoctors® Medical Information cross-referenced against the relevant subject matter and only when it is considered by the TopDoctors® Content Team as beneficial for the profile´s performance.
1.7 The Client authorises TopDoctors® on behalf of the Client to issue, manage and collect invoices rendered by the Client through the Private Access. All such invoices and relevant information shall be available on the Private Access to be viewed by the Client. TopDoctors® shall have no liability or responsibility for any taxes or other payments properly due by the Client. The Website shall include such interactivity with the User or Referred User to ensure that the consent for payment of any relevant invoice has been obtained from the relevant User or Referred User. TopDoctors® will, on behalf of the Client, manage the payment of any relevant invoice information which will be available to the Client and the User or Referred User. On receipt of any funds from the User or Referred User pertaining to an invoice issued by or on behalf of the Client, TopDoctors® shall credit the Client monthly to the bank account of the Client detailed below with the funds received from the User or Referred User in payment of the relevant invoice.
1.8 Where agreed between TopDoctors® and the Client and subject to the acceptance by the Client of these Terms and Conditions , TopDoctors® shall provide the physicians at the Client who are also contracted with TopDoctors® on request with a website ("TD Website") suitable for use by medical practitioners which can be personalised, updated and maintained by the relevant physician. A domain name will be provided free of charge which domain name shall reasonably reflect the preference of the relevant physician. The TD Website shall be provided for the relevant physicians at the Client only. Individual websites for the medical practitioners of the Client shall not be provided unless otherwise agreed to in writing by TopDoctors®.
The Agenda service involves including the physician’s agenda on TopDoctors®' websites, those of its group companies, or third parties as part of the service. The service is aimed at allowing the physician to have a single appointment agenda linked across various pages, including those of third parties, to attract more patients. Third-party pages can be, for example, other patient recruitment portals or insurance company pages that the physician may be associated with as part of their medical panel. To achieve this, the service requires communicating the physician’s identifying data (name, surname, and professional registration number) to these third parties to verify whether or not the physician is part of their medical panel and manage the agenda service with their websites. The available slots in the physician's daily agenda may also be communicated to all companies using the service, so that more appointments can be managed from these third-party websites to the physician. However, this system will not involve the communication of the physician’s contact details or those of the physician’s patients to these third parties. The legal basis for this communication is the execution of this contract. By contracting this service, the physician accepts that it requires the communication of this data for the aforementioned purposes. At any time, the parties may exercise their rights of access, rectification, deletion, portability, limitation, or opposition, or contact TopDoctors®’ data protection officer at [email protected]. They may also contact the Information Commissioner’s Office to enforce their data protection rights.
1.9. Amendments to the scope of Services
Access to specific features, functions, or services on our platform is not guaranteed for the entire duration of your use. These elements may be modified, discontinued, or become unavailable at any time.
We retain full authority to change, enhance, eliminate, or introduce features, tools, or services on our website or related platforms at any time, without advance warning or obligation.
2. DURATION
2.1 Duration and Renewal
These Terms and Conditions shall commence on the Contract Start Date and shall continue for as long as the Client accesses and uses the Supplier’s services.
This Contract shall commence on the Contract Start Date and shall continue for a fixed term of twelve (12) months (the Initial Term). Thereafter, the Contract shall automatically renew for successive periods of twelve (12) months (each a Renewal Term), unless either party provides the other with not less than sixty (60) days’ prior written notice before the end of the Initial Term or the then-current Renewal Term (except where a Contract Termination Event detailed below has occurred in which case the Contract shall expire on the date of the Contract Termination Event).
2.2. Termination
If the Client seeks to terminate this Contract at any time prior to the end of the Initial Term or any Renewal Term, whether by written notice, cancellation of Direct Debit, ceasing use of the Services, or otherwise, such termination shall not release the Client from their obligation to pay all Fees due for the entire remainder of the applicable term. All outstanding Fees shall become immediately due and payable upon such early termination.
If the Client provides written notice of termination fewer than sixty (60) days prior to the expiry of the Initial Term or any Renewal Term, such notice shall be deemed invalid. The Contract shall renew automatically, and the Client shall remain liable to pay all Fees for the next Renewal Term in full.
This notice must be communicated in writing and signed by the contracted party, sent to the address indicated at the top with recorded delivery and acknowledgement of receipt or, if applicable, to the e-mail address provided. The e-mail address for this purpose is: [email protected] .
If the Client ceases to practice medicine—whether privately, through association with any clinic, or in general—this shall constitute a Contract Termination Event. However, such termination shall only take effect once the Client has provided sufficient and satisfactory proof of the cessation of medical practice. This proof must be supported by official documentation evidencing the cease of activity, which may include, but is not limited to:
· A notice of removal or voluntary erasure from the General Medical Council (GMC) register (if applicable);
· A formal dissolution or deregistration of a private practice with Companies House (if applicable);
· An official letter of resignation or termination from any affiliated clinic or hospital (if applicable);
· A formal notice to HM Revenue & Customs (HMRC) regarding cessation of self-employment or medical business activity;
· Any other official document reasonably demonstrating that the Client has ceased to engage in medical practice in the United Kingdom.
The determination of whether the provided documentation is sufficient shall be at the reasonable discretion of Top Doctors®
3. PRICE AND PAYMENT TERMS
3.1 Price
The Price for the provision of the services shall be governed by the previous Service Agreement signed between the Supplier and the Client.
The total value of the contract for the Initial Term will be invoiced in full at the commencement of the Initial Term. Likewise, in the event of any Renewal Term(s), the full value of each Renewal Term will be invoiced in full at the commencement of the respective Renewal Term. Notwithstanding the full invoicing, payment shall be collected on a monthly basis in equal instalments over the duration of the applicable term (Initial or Renewal).
TopDoctors® reserves the right to increase the annual fees on each anniversary of the Commencement Date. Any such increase shall not exceed the percentage increase in the UK Retail Price Index (RPI) over the twelve-month period preceding the review. The revised fees shall apply to the next Contract Term or Renewal Term. By entering into this Contract, the Client agrees and acknowledges that TopDoctors® may exercise this right without the approval or previous acceptance of the Client.
The Client agrees that any disputes, errors, or inquiries arising from or related to Direct Debit payments shall be addressed and resolved exclusively in accordance with the terms of this Agreement and all applicable laws and regulations governing such transactions.
The terms governing the collection of fees for e-consultations and prepaid consultations shall remain as stipulated in the original contract, provided such services are included therein.
3.2 Payment terms
All charges shall be paid on a monthly basis throughout the Contract Term by the Client through Direct Debit Instruction as provided to the Client by the Supplier, which the Client duly authorises TopDoctors® to apply. The first monthly fee will be charged 15 days after the Contract Start Date, regardless of if the profile is live on the website or not – in each and every case. Charges will be applied to the account which is authorised and outlined in this Contract and recovered from the account via Direct Debit. Each subsequent monthly fee shall be charged on the same calendar day of each following month.
The Client agrees that the Direct Debit authorisation shall remain in force for the duration of the Contract Term and any Renewal Term. Any attempt by the Client to cancel, suspend or interfere with the Direct Debit mandate without the prior written consent of TopDoctors® shall constitute a material breach of this Contract, entitling TopDoctors®, at its sole discretion, to terminate the Contract with immediate effect, without prior notice, and/or initiate immediate recovery proceedings for all outstanding sums.
In the event of any failure by the Client to make payment in accordance with the Direct Debit Instruction or otherwise under the Contract, including failed or cancelled Direct Debit collections, TopDoctors® reserves the right to:
i. suspend the provision of the Services without further notice;
ii. charge statutory interest accruing daily at 8% above the Bank of England base rate under the Late Payment of Commercial Debts (Interest) Act 1998;
iii. charge you any administration fee for costs incurred by us as a result of such late payment, including credit management and debt recovery costs;
iv. provide information about your default to the credit reference agencies;
v. engage a debt recovery agency to recover any outstanding sums (including the costs of such agency); and/or
vi. commence legal proceedings for recovery of the debt and associated legal costs.
4. RESPONSIBILITES OF THE CLIENT
4.1 TopDoctors® promotes high standards of medical care, ethics and support coupled with high levels of patient care (together the “Professional Standards”). The Professional Standards are an essential component offered by TopDoctors® to Users and Referred Users and the Client agrees to comply with the Professional Standards at all times.
4.2 The Client hereby warrants and agrees that:
All of the information provided by the Client within this Contract and to TopDoctors® in creating the profile of the Client on the TopDoctors® Website is true, correct, and not misleading.
Any articles or material submitted by the Client to TopDoctors® to be published on the TopDoctors® Website is the personal work and output of the Client.
The Client authorises TopDoctors® to use, for campaign or marketing purposes such interviews, videos, guides, testimonials or comments related to TopDoctors® or the Client, or any related content on the Client’s individual profile, on all or any website pertaining to the group of TopDoctors® companies and online presences around the world.
The Client agrees to pay the charges levied by TopDoctors® immediately that they become due and TopDoctors® reserves the right to retain any sums paid by the patient to be administered to the Client to offset any outstanding debts of the Client to TopDoctors®.
Provided that the authoring of any articles or material submitted by the Client to TopDoctors® (to be published on the Website) is acknowledged, the Client grants a licence in perpetuity for the reproduction of such articles and material in favour of TopDoctors®.
The Client agrees to abide by all of the principles of confidentiality and privacy contained in the TopDoctors® Privacy Policy, which can be found on the private page accessible by the Client on the Website.
The Client agrees to conform to any reasonable administrative requirements of TopDoctors® from time to time in connection with the administration of matters detailed within this Contract.
The Client agrees to punctually attend and procure that any relevant staff punctually attend consultations arranged with Referred Users and in the event that other urgent commitments prevent such attendance, to communicate to such Referred Users immediately the cancellation of the consultation, an indication of the reason for the cancellation and an early replacement consultation.
The Client shall not use the Supplier’s software or services for commercial gain or financial benefit unless expressly permitted under these Terms or through prior written authorization from the Supplier.
Unless explicitly allowed in this agreement or otherwise approved in writing by the Supplier, the Client is not permitted to access or utilize the Supplier's services in any manner that falls outside the scope of these Terms.
The Client shall ensure that the Supplier’s services are safeguarded against unauthorized access, misuse, tampering, or any other form of harm or interference.
The Client is responsible for maintaining accurate and complete records of its usage of the services and agrees to provide access to these records for inspection by the Supplier during the agreed term.
The Client warrants that he/she will not engage in any activity that is unlawful, misleading, discriminatory or fraudulent.
The Client agrees not to distribute, license, rent, lease, lend, translate, resell, modify, merge, adapt, broadcast, or otherwise share or make public any portion of the Supplier’s software, services, documentation, or content, in any form or through any channel. Additionally, the Client must not allow the integration of any of these materials into other websites, services, or systems.
If the Client becomes aware of any unauthorized access to or use of the Supplier’s services, it must notify the Supplier without undue delay.
You may not access or collect data from our Products using automated means (without our prior permission) or attempt to access data that you do not have permission to access, regardless of whether such automated access or collection is undertaken while logged in to a Facebook account. We also reserve all of our rights against text and data mining.
The Client affirms that its use of the Supplier’s services will not infringe upon any third-party rights, including intellectual property, and will comply with all applicable laws and regulations, including data protection and privacy legislation.
The Client shall not sell, license or purchase any data obtained from us or our services To utilize the Service, individuals are required to register by setting up an account and choosing a strong password. It is the sole responsibility of each user to keep their login details private and secure. All actions carried out via a user’s account are attributable to that user. The Company disclaims any responsibility for losses or damages caused by unauthorized access that occurs due to a user's negligence in protecting their account information.
5. RESPONSIBILITIES OF TOP DOCTORS ®
5.1 TopDoctors® shall deal with information pertaining to the Client in a manner empathetic to the Professional Standards.
5.2 TopDoctors® agrees to abide by all of the principles of confidentiality and privacy contained in the TopDoctors® Privacy Policy.
5.3 TopDoctors® will have no liability to the Client if any breach by TopDoctors® is due to force majeure or any circumstances beyond its reasonable control.
5.4 In no event shall the Supplier, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable to you for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, personal injury, loss of data, business, markets, savings, income, profits, use, production, reputation or goodwill, anticipated or otherwise, or economic loss, under any theory of liability (whether in contract, tort, strict liability or any other theory or law or equity), regardless of any negligence or other fault or wrongdoing (including without limitation gross negligence and fundamental breach) by Supplier or any person for the Top Supplier is responsible resulting from:
(i) your access to or use of or inability to access or use the Service;
(ii) any conduct or content of any third party on the Service;
(iii) any content obtained from the Service; and
(iv) unauthorized access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence,) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
The Supplier's absolute and maximum total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise arising out of or in connection with the Client's use of the Supplier's Services shall be capped to the aggregate Fees paid or payable by the Client and duly received by the Supplier under the Agreement during the past six twelve (12) months preceding the date when liability the claim arises. If the claim arises in the first twelve (12) months from the Effective Date, then the amount shall be an estimate of the Fees paid or payable by the Client for a full twelve (12) months.
We disclaim all liability concerning third-party products and services that you use.
6. DATA PROCESSING AGREEMENT WITH TOP DOCTORS ®
The Personal Data of the parties involved in this Contract, and those derived from the contractual relationship, will be treated by each entity as Controllers. The legal basis for this is that this is necessary to fulfil the obligations and rights in the Contract.
Personal Data will be Processed for the Contract Term as it is required to perform and manage the Contract. Once the Contract is terminated, the personal data will no longer be processed and will be deleted according to the applicable timeframes required by law.
TopDoctors®, as the provider of the services contracted by the Client and/or its personnel, acquires the status of a third party with access to the personal data of its clients, of which said clients are responsible for the management of said data. Accordingly this relationship shall be governed by the execution of a Data Processing Manager Contract between the Client and TopDoctors® in Annexure 1. The signing of the Data Processing Manager Contract is mandatory to receive the services offered by TopDoctors®. The signing of the Data Processing Manager Contract does not provide any exemptions, express or implied, from the responsibility of the Client or its personnel with compliance with the applicable laws on data protection in force at the time of this agreement or as enacted from time to time. TopDoctors® shall not be held responsible or liable for any failure of the Client and/or its personnel to comply with their responsibilities relating to data protection and the Client shall indemnify and keep indemnified TopDoctors® against any claim, action or expense howsoever arising for any failure by the Client and/or its personnel to comply with their responsibilities under applicable data protection laws.
7. USE OF PATIENT DATA
If the Client makes use of the Online Agenda (TD), Health Record, PatientConnect or electronic prescription services, it agrees and acknowledges that it shall obtain the express and written authorisation from the patient to use and enter their personal data on the platform In obtaining patient consent, the Client or relevant personnel of the Client shall expressly inform the patient that said platform is the property of TopDoctors® and may include services provided by associated third parties and that therefore the authorisation will entail the transfer to TopDoctors® and relevant third parties of said personal data for the purposes of providing the services. The Client shall include the following disclaimer in the document that the patient shall sign to authorise the use of their personal data in terms of this Contract: "I accept and authorise my personal data to be used by the office of Client in relation to the online Agenda services (TD), Health Record, e-Consultation, PatientConnect or Review Me, electronic prescription provided by TopDoctors® and its associated third parties, so that the practice can manage said different services. I agree and acknowledge that I have been informed that TopDoctors® and its associated third parties will use my personal data for the purpose of providing the aforementioned services.”
8. BREACH OF THESE TERMS
In the event that the Client breaches any of these Terms and the breach is capable of being remedied, TopDoctors® will contact the Client indicating the nature of the breach and provide the Client with 14 days to remedy the breach (“Remediable Breach”). If the Remediable Breach is not remedied by the Client within 14 days of its communication to the Client by TopDoctors® or in the event that the Client breaches any of these Terms and the breach is not capable of being remedied, then these Terms may be terminated by TopDoctors® by giving notice to the Client (“Contract Termination Event”).
9. COMMUNICATIONS
All notices and communications by the Client to TopDoctors® shall be by email to [email protected]. All notices and communications by TopDoctors® to the Client shall be by email to the preferred email address of the Client shown above. Communications will be deemed to have been received by 9 AM GMT on the next working day (excluding Saturdays, Sundays and bank and public holidays).
10. INTELLECTUAL PROPERTY RIGHTS
The Supplier hereby provides the Client with a limited, non-sublicensable, non-exclusive, royalty-free license to use and access the Supplier’s website and associated services across global locations, solely for the duration of the main Service Agreement between the Parties. This license applies only to internal business operations and does not imply any transfer of proprietary technologies or ownership rights.
Except as explicitly stated in these Terms, all rights, title, and interests in the services, applications, software, and associated intellectual property, including, but not limited to, copyright, trade secrets, patents, and other proprietary materials, shall remain with the Supplier and/or its licensors. The Client receives no ownership interest or implied rights through these Terms.
11. DISCLAIMER OF WARRANTIES
By accessing or using the Services, you acknowledge and accept that you do so at your own discretion and risk. The Services, including the website, content, applications, and all related components, are made available on an "as is" and "as available" basis.
To the fullest extent allowed by applicable law, the Supplier disclaims all express and implied warranties or assurances, including but not limited to those related to merchantability, suitability for a particular function, non-infringement, accuracy, security, performance, availability, and reliability.
The Supplier does not guarantee that the website, applications, or any associated services will meet your specific requirements, operate without interruptions or technical issues, or be free from digital threats such as viruses, bugs, or other harmful code. While efforts are made to provide timely and accurate content, the Supplier does not warrant the completeness, reliability, or correctness of any information presented.
We do not make any warranties as to any result or outcome you may obtain from access to and use of our Website and services.
12. GENERAL
These Terms supplement the main Service Agreement between the Parties. Should there be any conflict between these Terms and the main Service Agreement, the latter shall prevail.
Each of the parties acknowledges and agrees that in entering into these Terms it does not rely on, and will have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Contract or not) other than as expressly set out in these Terms as a warranty. These Terms shall be governed by the Laws of England and Wales and the Client and TopDoctors® agree to the non-exclusive jurisdiction of the English courts.
For the purposes of the Contracts (Rights of Third Parties) Act 1999, these Terms are not intended to and does not give any person who is not a party to it any right to enforce any of its provisions. However, this does not affect any rights or remedies of such a person that exist or are available apart from that Act.
We reserve the right to unilaterally revise these Terms at our sole discretion. We will notify you (for example, by email or through our Products) at least 7 days before we make changes to these Terms and give you an opportunity to review them before they go into effect. Once the new Terms comes into force, you will be bound by them if access or use our Services and Website.
You are prohibited from transferring or assigning any of your rights or obligations arising under these Terms or the main Service Agreement without prior written consent of the Supplier.
13. ACKNOWLEDGEMENT OF ANNEXTURES
By signing below, the Client confirms to have read, understood, and accepted the terms of this Agreement, including the Data Processing Agreement enclosed herein, specifically:
Annexure 1: DATA PROCESSING AGREEMENT
Annexure 1 - Data Processing Agreement
1. The terms used in this Data Processing Agreement shall have the meaning as defined in the Data Protection Legislation.
2. The Data Controller (the Client) has entrusted the Data Processor (hereinafter TopDoctors®) with the provision of the services included in the previous clauses of this Contract.
3. For the correct execution of the services defined in the Contract, the processing and development of the services, and software maintenance will be carried out, as well as any other activity related to the provision of the services.
4. The Client will make automated or non-automated personal data that contain personal data available to the Data Processor for the correct provision of the services.
5. In compliance with current regulations on the Protection of Personal Data, both parties freely agree to the processing of the personal data, based on the following:
5.1. Purpose: The Client makes the personal data available to TopDoctors® so that TopDoctors® can provide the services according to this Contract.
5.2. Duration: The Contract term and the duration of the processing of personal data to be carried out by TopDoctors® is defined within the Contract.
5.3. Type of Personal Data and Data Subjects: The Data Processor may access the following categories of personal data which is necessary for TopDoctors® to provide the services detailed within this Contract:
Type of data
Data Subject
Contact details
Client and patient
Professional details
Client
Banking information
Client and patient
Medical Treatment
Patient
5.4. TopDoctors® must follow the instructions that the Client provides, including with respect to data transfers to countries outside the UK, unless it is obliged to do so by virtue of any law of England and Wales, in which case it is obliged to notify the Client. TopDoctors® will refrain from applying or using the personal data accessed for purposes other than those described in the Contract, nor will it communicate them to other parties, unless such communication has been previously and expressly authorized by the Client. In the event that TopDoctors® uses the data for different purposes, it will be considered responsible for compliance with the applicable regulations.
5.5. Confidentiality: TopDoctors® undertakes to maintain the security of the personal data being processed, and to maintain absolute confidentiality of any data that may become known during the performance of the services provided, guaranteeing that it will extend this obligation to all personnel of its organization authorized to access the personal data processed by the Client. This duty of secrecy and confidentiality will subsist without any time limit.
5.6. Audit: TopDoctors® will make available to the Client, at its request, all the information necessary to demonstrate compliance with its obligations, as well as to carry out audits or inspections carried out by the Client or another auditor authorized by it. For the above purposes, audits or inspections will be carried out within TopDoctors®' calendar and working hours, and the Client must provide sufficient advance notice, which will never be less than five (5) business days.
5.7. Subcontracting. TopDoctors® will refrain from subcontracting other professionals or third parties and/or companies to carry out tasks related to the object of the Contract, without the prior written authorization of the Client. However, the execution of the Contract requires the subcontracting of part of the services, which will be provided by:
5.7.1. Esendex, with address at 20 Wollaton Street, Nottingham, NG1 5FW, United Kingdom, and with NIF GB809537035 for the provision of business messaging services, including SMS, voice and instant messaging solutions.
5.7.2. Teenvio SL, with address at Calle San Vicente 8, 8th floor, 46002 Valencia, and provided with NIF B97506039 for the provision of digital marketing services, specialized in email marketing and sending massive SMS.
5.7.3. Selligent, with address at Calle de Génova, 27, 28004 Madrid, and provided with NIF BE0428.089.558 for the provision of marketing automation and CRM solutions.
5.7.4. Stripe Payments Europe, Ltd., with address at Paseo de la Castellana 43, 28046 Madrid, and provided with NIF W2506549E for the provision of an online payment platform that allows companies to accept payments over the internet.
5.7.5. Google Cloud SL, with address at Plaza Pablo Ruiz Picasso 1, 28020 Madrid, and provided with NIF B 01917038 for the provision of cloud services that offers infrastructure, platform and software solutions.
5.7.6. OVH Hispano, SL, with address at Calle Alcalá 21, 5ª planta, 28014Madrid, and provided with NIF B-83834747 for the provision of web hosting services and cloud solutions.
5.7.7. Ibérica, SRL, with address at Paseo del Club Deportivo, 1, Edificio 1, 28223 Pozuelo de Alarcón, Madrid, and provided with NIF B78603495 for the provision of cloud services that offers infrastructure, platform and software solutions.
5.7.8. Twilio Inc., with address at 375 Beale Street, Suite 300, San Francisco, CA 94105, United States, and with NIF 26-2574840 for the provision of a cloud communications platform that allows developers to add capabilities voice, video and messaging to physician applications.
5.7.9. Vonage, with address at 501 2nd Street, Suite 310, San Francisco, CA 94107, United States, and provided with NIF 11-3547680, for the provision of a real-time video API platform that allows adding video chat to web and mobile applications.
5.7.10. Mediktor, with address at Av. Diagonal, 405, 08008 Barcelona, and provided with NIF B67043663 for the provision of a medical triage platform based on artificial intelligence that helps patients identify their symptoms and possible conditions.
5.7.11. Tableau Software, Inc., with address at 1621 N 34th St, Seattle, WA 98103, United States, and with NIF 47-0890232 for the provision of data visualization tools.
5.7.12. Chipcard, with address at Calle Gustavo Fernández Balbuena 15, 28002, Madrid, and provided with NIF A58954231 for the provision of payment and authentication solutions using smart cards.
5.7.13. Redsys Salud, with address at Calle Francisco Sancha, 12, 28034, Madrid and with NIF B83632414, for the provision of payment solutions and financial services in the field of health.
The data processing carried out by sub-processors will also comply with TopDoctors® instructions. TopDoctors® has an agreement through which each sub-processor undertakes to process the data under conditions consistent with those defined in this Contract. The Parties agree that the sub-processors may be replaced by other service providers, provided that TopDoctors® notifies the Client at least one (1) month in advance to give its consent. Any replacement sub-processor will assume the position of the sub-processor that it replaces.
The Parties do not foresee that other subcontracting performed under the Contract will involve access to the personal data processed by the Data Controller. However, if such access becomes necessary to fulfil the purpose of this Contract, the Client may authorize TopDoctors® to carry out such sub-processing in accordance with Article 28.2 of the GDPR, through prior written or specific authorization. The agreement for this relationship will include sufficient guarantees for the application of appropriate technical and organizational measures, ensuring that the processing complies with data protection regulations. Any subcontracting carried out by TopDoctors®) with third parties, including those authorized by the Client, will be solely and exclusively for TopDoctors®’ own interests.
5.8. International transfers: Except for those parties listed in clause 5.7, TopDoctors® will not transfer data to countries outside the UK, without the prior written authorization of the Client.
5.9. Data Subject requests: TopDoctors® will implement, whenever possible and taking into account the nature of the processing, the necessary technical and organizational measures to assist the Client in fulfilling their obligations to respond to the requests of Data Subjects, when they exercise any of their individual rights. TopDoctors® undertakes to communicate as soon as possible to the Client the requests for the exercise of rights that it receives from any interested parties, in order to allow it to respond to such requests and comply with its legal obligations in this regard.
5.10. Return or destruction of data: Once the contractual relationship between the Parties has ended, if TopDoctors® has stored personal data, the personal data must either be deleted or returned to the Client, at the Client’s choice, deleting any copies of the data. This is unless there is any applicable law that requires the retention of the personal data. In such a case, TopDoctors® must return the data, guaranteeing its preservation to the Client.
5.11. Other obligations of the Client: The Client guarantees that the data provided to TopDoctors® has been lawfully obtained and is adequate, relevant and limited for the purposes of the processing. The Client will make available to TopDoctors® all information necessary to carry out the services within this contract.
5.12. Data breaches: TopDoctors® will notify the Client within a maximum of 48 hours if it becomes aware of a data breach. The notification of a security breach must contain, at a minimum, the following information: description of the nature of the breach, categories and approximate number of affected data subjects, categories and the approximate number of data records affected, possible consequences, measures taken or proposals to remedy or mitigate the effects and contact details where more information can be obtained (data protection officer, security officer or similar).
5.13. Any data protection issues arising in relation to this Contract can be sent to the TopDoctors® UK Data Protection Officer at [email protected].