TrialConX

Terms of Service

Last updated: August 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

"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.

"Personal Data" has the meaning given in applicable data protection laws.

3. Company information

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

4. Services description

The Platform provides clinical trial enrollment optimization services through three 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), Tx:CRM (candidate relationship management system). The specific features and functionality of the Platform may be modified from time to time at our sole discretion with reasonable notice to users.

5. Account registration and security

5.1 Registration requirements: 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 Account security: 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; using strong passwords and enabling multi-factor authentication where available.
5.3 Account suspension: We reserve the right to disable any user account if, in our opinion, you have violated any provision of these Terms or if we suspect fraudulent, abusive, or illegal activity.

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 including GDPR, HIPAA, and GCP guidelines; 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; respect the intellectual property rights of TrialCanopy and third parties.
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, offensive, or illegal material; use the Platform to transmit unsolicited commercial communications; misrepresent your identity or affiliation with any person or entity; access or use another user's account without permission; use automated tools to access the Platform except as explicitly permitted.

7. Data protection and privacy

7.1 Data processing roles: For User Data you submit to the Platform, we act as a data processor and you act as the data controller. You are responsible for ensuring the lawfulness of processing and obtaining necessary consents. Our data processing activities are governed by our Privacy Policy and applicable Data Processing Agreements.
7.2 Data security: We implement appropriate technical and organizational measures to protect Personal Data, including encryption of data in transit and at rest; access controls and authentication systems; regular security assessments and monitoring; staff training on data protection requirements.
7.3 Data subject rights: We will assist you in responding to data subject requests in accordance with our Data Processing Agreement. You remain responsible for responding to data subjects and ensuring compliance with applicable data protection laws.
7.4 Data retention: We retain User Data in accordance with our Privacy Policy and any applicable Data Processing Agreement. Upon termination of your account, we will delete or return your data as specified in your service agreement.

8. Subscription and payment terms

8.1 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.
8.2 Payment terms: You agree to pay all fees associated with your Subscription. Fees are generally non-refundable except as required by law or as explicitly stated in these Terms or your service agreement. Payment is due according to the billing cycle specified in your subscription.
8.3 Taxes: Subscription fees are exclusive of applicable taxes unless otherwise stated. You are responsible for paying all applicable taxes, except for taxes based on our net income.
8.4 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.
8.5 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.

9. Intellectual property rights

9.1 Platform ownership: The Platform, including all software, technology, designs, algorithms, and proprietary methodologies, is owned by TrialCanopy Ltd and protected by intellectual property laws. No ownership rights are transferred to you.
9.2 User Data ownership: You retain ownership of all User Data you submit to the Platform. You grant us a limited license to use, process, and store such data solely to provide the Platform services.
9.3 Feedback and suggestions: Any feedback, suggestions, or ideas you provide about the Platform may be used by us without compensation or attribution.
9.4 Third-party content: The Platform may include content owned by third parties. Such content is protected by applicable intellectual property laws.

10. Service levels and availability

10.1 Uptime commitment: We target 99.5% uptime for the Platform, calculated monthly excluding scheduled maintenance periods.
10.2 Maintenance: We may perform scheduled maintenance with advance notice. Emergency maintenance may occur without prior notice.
10.3 Support: Support is available during business hours (9 AM - 6 PM GMT, Monday-Friday). Critical issues will be addressed within 4 business hours. Support requests can be submitted via our support portal or email.
10.4 No service level remedies in Terms: Specific service level remedies, if any, are set forth in separate service agreements rather than these general Terms.

11. Termination

11.1 Termination by you: You may terminate your account at any time by following the cancellation process specified in your subscription or by contacting us.
11.2 Termination by us: We may terminate your access to the Platform for material breach of these Terms; for non-payment of fees; if required by law or regulatory action; at our discretion with reasonable notice for operational reasons.
11.3 Effect of termination: Upon termination, your right to access and use the Platform ceases immediately; we will provide data export capabilities for a reasonable period; all data will be deleted according to our Privacy Policy and any applicable service agreement; accrued payment obligations remain due.

12. Limitation of liability

12.1 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.
12.2 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.
12.3 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.

13. Indemnification

You agree to indemnify and hold harmless TrialCanopy Ltd, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from your use of the Platform; your violation of these Terms; your violation of applicable laws or regulations; your violation of third-party rights.

14. Force majeure

We shall not be liable for any delay or failure to perform due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, or internet service provider failures.

15. Export compliance

You agree to comply with all applicable export control laws and regulations. You represent that you are not located in a country subject to embargo or designated as a terrorist-supporting country.

16. Governing law and jurisdiction

16.1 Governing law: 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.
16.2 Jurisdiction: 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).

17. General provisions

17.1 Entire agreement: These Terms, together with our Privacy Policy and any applicable service agreements, constitute the entire agreement between you and TrialCanopy regarding the Platform.
17.2 Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
17.3 Waiver: Our failure to enforce any provision of these Terms does not constitute a waiver of that provision.
17.4 Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms at any time without notice.