Terms of Service

Last updated: March 2025

1. Introduction and Acceptance of Terms

By accessing or using the TrialConX platform ("Platform") provided by TrialCanopy Ltd ("Company", "we", "our", "us"), you agree to be bound by these Terms of Service ("Terms"), our Privacy Policy, and any additional terms and conditions that may apply to specific portions of the Platform. If you do not agree with these Terms, you must not access or use our Platform.

2. Definitions

In these Terms:

  • "Content" means all information, data, text, software, images, audio, video, graphics, or other materials that may be accessed through the Platform.
  • "User" or "you" means any individual or entity that accesses or uses the Platform.
  • "User Data" means any data, information, or content submitted by Users to the Platform, including but not limited to patient recruitment data, enrollment data, and site performance metrics.
  • "Confidential Information" means any non-public information that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, should reasonably be understood to be confidential.
  • "Subscription" means the purchased right to access and use the Platform for a specified period according to the type of account selected.

3. Company Information

TrialCanopy Ltd
Company Number: 14497332
Registered Office: 20-22 Wenlock Road, London, England, N1 7GU
Email: support@trialcanopy.com

4. Services Description

The Platform provides clinical trial enrollment optimization services through two main products:

  • Tx:Perform - Enrollment analytics and performance tracking for study sponsors and site networks
  • Tx:Engage - Candidate management and pre-screening tools for site staff and web screening teams

The specific features and functionality of the Platform may be modified from time to time at our sole discretion.

5. Account Registration and Security

5.1 To access certain features of the Platform, you must register for an account. When registering, you agree to provide accurate, current, and complete information.

5.2 You are responsible for:

  • Maintaining the confidentiality of your account credentials
  • All activities that occur under your account
  • Notifying us immediately of any unauthorized access to your account or any other breach of security

5.3 We reserve the right to disable any user account if, in our opinion, you have violated any provision of these Terms.

6. User Obligations and Restrictions

6.1 User Obligations. When using the Platform, you agree to:

  • Comply with all applicable laws, regulations, and industry standards
  • Obtain proper informed consent from clinical trial participants as required by applicable laws
  • Ensure the accuracy and completeness of all information submitted to the Platform
  • Maintain appropriate security measures to protect access to your account
  • Promptly notify us of any security breaches or unauthorized access
  • Cooperate with any reasonable requests from us to verify compliance with these Terms

6.2 Prohibited Activities. You agree not to:

  • Use the Platform for any illegal or unauthorized purpose
  • Violate any applicable laws, regulations, or industry standards
  • Infringe on the intellectual property rights of others
  • Upload or distribute any viruses, malware, or other malicious code
  • Attempt to gain unauthorized access to the Platform or related systems
  • Interfere with or disrupt the Platform or servers or networks connected to the Platform
  • Reverse engineer, decompile, or disassemble the Platform
  • Sell, resell, license, sublicense, distribute, rent, or lease any portion of the Platform
  • Create derivative works based on the Platform
  • Remove, alter, or obscure any proprietary notices on the Platform
  • Use the Platform to store or transmit harmful or offensive material
  • Use the Platform to transmit unsolicited commercial communications
  • Misrepresent your identity or affiliation with any person or entity

7. Subscription and Payment Terms

7.1 Subscription Options. Access to the Platform requires a valid Subscription. Subscription options, features, and pricing are available on our website or by contacting our sales team.

7.2 Payment. You agree to pay all fees associated with your Subscription. Fees are non-refundable except as required by law or as explicitly stated in these Terms.

7.3 Taxes. Subscription fees do not include taxes. You are responsible for paying all applicable taxes, except for taxes based on our net income.

7.4 Price Changes. We may change our Subscription fees at any time, but any fee changes will not affect your current Subscription period. We will provide at least 30 days' notice before any fee changes take effect for renewal periods.

7.5 Late Payments. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law) from the payment due date until paid in full. You will be responsible for all reasonable expenses (including attorneys' fees) incurred by us in collecting such delinquent amounts.

8. Service Level Agreement

8.1 Platform Availability. We will use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, except for:

  • Planned downtime (of which we will give advance notice)
  • Unavailability caused by circumstances beyond our reasonable control

8.2 Support Services. We will provide standard technical support during normal business hours as specified in your Subscription agreement.

8.3 Maintenance Windows. Scheduled maintenance will typically be performed during off-peak hours. We will provide notice of scheduled maintenance at least 48 hours in advance.

9. Data Privacy and Security

9.1 Data Processing. We will process User Data in accordance with our Privacy Policy and applicable data protection laws.

9.2 Security Measures. We implement appropriate technical and organizational measures to protect User Data, as further detailed in our Data Protection Policy.

9.3 Data Subject Rights. We will assist you in responding to requests from data subjects to exercise their rights under applicable data protection laws.

9.4 Data Breach Notification. We will notify you without undue delay upon becoming aware of a personal data breach affecting User Data.

10. Confidentiality

10.1 Each party agrees to keep confidential all Confidential Information received from the other party and to use such Confidential Information only for purposes of performing its obligations under these Terms.

10.2 This confidentiality obligation shall not apply to information that:

  • Is or becomes publicly available through no fault of the receiving party
  • Was known to the receiving party prior to disclosure
  • Was independently developed by the receiving party without use of the Confidential Information
  • Is required to be disclosed by law or court order

10.3 These confidentiality obligations shall survive termination of your use of the Platform for a period of 5 years.

11. Intellectual Property Rights

11.1 Company IP. The Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

11.2 License to Use Platform. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform for your internal business purposes during the term of your Subscription.

11.3 User Data. You retain all rights, title, and interest in and to your User Data. You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, process, and display User Data solely to the extent necessary to provide the Platform to you.

11.4 Feedback. If you provide us with any suggestions, recommendations, or other feedback regarding the Platform ("Feedback"), we may use such Feedback without restriction and without obligation to you.

11.5 No Implied Licenses. Except as expressly set forth herein, these Terms do not grant you any right, title, or interest in or to any intellectual property rights in the Platform.

12. Indemnification

12.1 You agree to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

  • Your violation of these Terms
  • Your User Data or use of the Platform
  • Your violation of any third-party right
  • Your violation of any law or regulation

13. Limitation of Liability

13.1 Exclusion of Certain Damages. IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

13.2 Cap on Liability. IN NO EVENT WILL THE COMPANY'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS, DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM EXCEED THE AMOUNT PAID BY YOU TO THE COMPANY FOR ACCESS TO THE PLATFORM DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

13.3 Essential Purpose. The limitations of liability in this section shall apply to the fullest extent permitted by law in the applicable jurisdiction and shall apply even if any limited remedy specified in these Terms is found to have failed of its essential purpose.

14. Disclaimer of Warranties

14.1 THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

14.2 THE COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.

14.3 THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

15. Term and Termination

15.1 Term. These Terms commence on the date you first accept them or access the Platform and continue until terminated as provided herein.

15.2 Termination by You. You may terminate your account and these Terms at any time by providing written notice to the Company and ceasing all use of the Platform. You will not be entitled to a refund of any prepaid fees except as expressly provided in these Terms.

15.3 Termination by Us. We may terminate these Terms and your access to all or part of the Platform, without notice, for any conduct that we, in our sole discretion, believe violates these Terms or is harmful to other users of the Platform, to us, or to third parties, or for any other reason.

15.4 Effect of Termination. Upon termination:

  • Your right to access and use the Platform will immediately cease
  • We may delete your account and User Data
  • All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability

15.5 Data Export Upon Termination. Upon request made within 30 days following termination, we will make available to you an export of your User Data in a standard format. After such 30-day period, we shall have no obligation to maintain or provide any User Data.

16. Force Majeure

16.1 Neither party shall be liable for any failure or delay in performance under these Terms (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are caused by conditions beyond that party's reasonable control and occurring without its fault or negligence, including, without limitation, natural disasters, pandemic, acts of government, civil unrest, acts of terror, labor conditions and power failures, provided that the party experiencing the failure or delay provides the other party with prompt written notice of the failure or delay.

17. Dispute Resolution

17.1 Informal Dispute Resolution. In the event of any dispute arising out of or relating to these Terms, the parties shall first attempt to resolve the dispute informally by negotiation between executives with authority to settle the dispute.

17.2 Mediation. If the dispute has not been resolved by negotiation within 45 days, the parties shall attempt to settle the dispute by mediation under the CEDR Model Mediation Procedure.

17.3 Arbitration. If the dispute has not been resolved by mediation within 90 days of the initiation of the mediation, the dispute shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English.

17.4 No Class Actions. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST THE COMPANY ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

18. Governing Law and Jurisdiction

18.1 These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

18.2 Subject to the dispute resolution provisions above, the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims).

19. Miscellaneous

19.1 Entire Agreement. These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and the Company concerning the Platform.

19.2 Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.

19.3 No Waiver. Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Company.

19.4 Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. We may assign or transfer these Terms, at our sole discretion, without restriction.

19.5 Relationship of the Parties. Nothing in these Terms is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other.

19.6 Notices. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; and upon receipt, if sent by certified or registered mail, return receipt requested.

19.7 Headings. The section titles in these Terms are for convenience only and have no legal or contractual effect.

19.8 Amendments. We reserve the right to change these Terms at any time. Any changes to these Terms will be effective immediately upon posting on the Platform. Your continued use of the Platform after any such changes constitutes your acceptance of the new Terms.

19.9 Contact Information. Questions or comments about these Terms should be sent to hello@trialcanopy.com.