Catenix Terms and Conditions

Version 1.0  ·  Effective 12 May 2026  ·  Operated by Catenix

These Terms and Conditions (the “Terms”) govern access to and use of the Catenix software-as-a-service platform (the “Service”), operated by Catenix, trading as Catenix (“Catenix”, “we”, “our” or “us”).

By signing an Order Form, accepting these Terms electronically, or accessing the Service, you (the “Customer”) agree to be bound by these Terms together with any Order Form, Data Processing Agreement and Acceptable Use Policy incorporated by reference. If the Customer is an organisation, the individual accepting these Terms warrants that they have authority to bind that organisation.

01Definitions

1. “Catenix Platform” means the multi-tenant software platform operated by Catenix, including its backend services, frontend dashboards, edge agents, protocol engines, modules, APIs, supporting documentation, and all hosted infrastructure, as updated by us from time to time.
2. “Charges” means the fees payable by the Customer for the Service as set out in the applicable Order Form.
3. “Customer Data” means any data (including personal data) inputted into, generated by, processed within, or transmitted via the Customer's tenant in connection with the Customer's use of the Service.
4. “Documentation” means the user documentation, help text, and online materials we make available describing the Service.
5. “Order Form” means the document, online checkout or written quote that records the specific Service tier, term, fees and any client-specific configuration agreed between the parties.
6. “Service Levels” means the availability, response and operational commitments set out in clause 10.
7. “Subprocessor” means any third party we engage to process Customer Data on our behalf, as listed in our published Subprocessor List.
8. “Tenant” means the dedicated logical instance of the Catenix Platform provisioned for the Customer.
9. “Term” means the period during which the Service is provided to the Customer, as set out in the Order Form and subject to clause 17.

02The Service

1. 2.1We grant the Customer access to the Service for the Term, in accordance with these Terms and the Order Form.
2. 2.2The Service is provided on an as-is, as-available basis. We will use reasonable skill and care, but we do not warrant that the Service will be free from interruption, error-free, fit for any particular requirement of the Customer, or that all defects can or will be corrected.
3. 2.3We may modify, update, refactor, replace or discontinue any feature, module or component of the Catenix Platform from time to time, provided the core functionality made available to the Customer is not materially reduced during the Term. We are not obliged to develop any new features or maintain any specific roadmap unless expressly set out in an Order Form.
4. 2.4Hosting is provided on Microsoft Azure. We may migrate the hosting region (including to UK regions where capacity permits) at our discretion on reasonable notice. Such a migration is not a material adverse change.

03Account and access

1. 3.1Access to the Service requires named user accounts. The Customer is responsible for ensuring that account credentials are kept secret, that each user is uniquely identified, and that account sharing is prohibited.
2. 3.2The Customer is responsible for all activity carried out under its tenant and user accounts. We may suspend any user account that we reasonably believe has been compromised or used to breach these Terms.
3. 3.3User accounts are licensed for use by the Customer's employees and engaged contractors acting on the Customer's behalf, for the Customer's own internal business purposes. The Service may not be used to provide services to third parties on a service-bureau or outsourcing basis.

04Acceptable use

The Customer shall not, and shall not permit any third party to:

1. use the Service in breach of applicable law or for any unlawful purpose;
2. sub-license, rent, lease, sell, resell, transfer, assign or otherwise commercially exploit access to the Service;
3. make the Service available to any person other than authorised users;
4. use the Service in a manner that exceeds reasonable usage levels or that interferes with the operation of the Service or with other customers' tenants;
5. reverse engineer, decompile, disassemble, copy, modify, derive the source code of, or otherwise circumvent any technical protection measures of the Service, except to the extent such restriction is prohibited by applicable law;
6. introduce any virus, malware, or other harmful code into the Service;
7. use automated means (other than published APIs operating within reasonable rate limits) to access the Service; or
8. use the Service in any manner that would cause it to be classified as a medical device or in vitro diagnostic medical device (see clause 11).

05Customer Data and data protection

1. 5.1As between the parties, all Intellectual Property Rights in the Customer Data remain the property of the Customer (or the underlying data subjects, as applicable). The Customer grants Catenix a non-exclusive, royalty-free, worldwide licence to host, copy, transmit, display and otherwise use the Customer Data for the sole purpose of providing the Service.
2. 5.2Each party shall comply with its respective obligations under applicable data-protection laws including the UK General Data Protection Regulation and the Data Protection Act 2018 (together, the “Data Protection Laws”). In relation to personal data within the Customer Data, the Customer is the controller and Catenix is the processor. The terms set out in our published Data Processing Agreement (DPA) shall apply and form part of these Terms.
3. 5.3We engage Subprocessors as set out in our published Subprocessor List. The Customer authorises these Subprocessors and authorises Catenix to add or replace Subprocessors on thirty (30) days' written notice (which may be by email or by publishing an update to the Subprocessor List).
4. 5.4We will notify the Customer without undue delay (and where required by Data Protection Laws, within seventy-two hours of awareness) of any personal data breach affecting the Customer Data.

06Confidentiality

1. 6.1Each party shall keep the other party's confidential information confidential, shall not use it except for the purposes of these Terms, and shall not disclose it to any third party except (a) to its directors, employees, contractors, professional advisers and Subprocessors who have a need to know and who are bound by equivalent confidentiality obligations; or (b) as required by law, court order, or any binding regulatory authority.
2. 6.2These confidentiality obligations survive termination for a period of five (5) years. Trade secrets remain protected for as long as they retain trade-secret status.

07Intellectual property

1. 7.1All Intellectual Property Rights in the Catenix Platform, the Documentation and any bespoke deliverables (whether or not customised for a particular customer) shall vest in and remain the property of Catenix or its licensors. The Customer's sole rights in the Service are the licence rights granted under these Terms.
2. 7.2The Customer shall not (and shall not permit any third party to) attempt to reverse engineer, decompile, disassemble, copy, modify, derive the source code of, or otherwise circumvent any technical protection measures relating to the Service.
3. 7.3Any feedback, comments, suggestions or ideas provided by the Customer regarding the Service (“Feedback”) shall be deemed non-confidential, and the Customer hereby assigns to Catenix all right, title and interest in such Feedback. Catenix may use Feedback for any purpose without restriction or compensation.
4. 7.4We do not deliver, license or escrow any source code, build artefact, infrastructure-as-code template or proprietary documentation under these Terms.

08Fees and payment

1. 8.1The Customer shall pay the Charges set out in the Order Form. All Charges are exclusive of VAT, which shall be added at the prevailing rate.
2. 8.2We shall issue a VAT invoice on each payment milestone set out in the Order Form. Each invoice is payable within fourteen (14) days of the invoice date, by electronic transfer to our nominated bank account.
3. 8.3If the Customer fails to pay any undisputed Charges by the due date, we may, without limiting our other remedies: (a) charge interest on the overdue amount at eight per cent (8%) per annum above the Bank of England base rate from time to time, accruing daily until payment; (b) claim fixed sums and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998; (c) suspend all or any part of the Service; and (d) if the overdue amount remains unpaid for thirty (30) days, terminate these Terms under clause 17.
4. 8.4We may review and update our prices for any Renewal Term on no less than sixty (60) days' written notice prior to the end of the then-current Term.

09Customer responsibilities

1. 9.1The Customer shall, at its own cost and in good time, provide all information and cooperation reasonably required for us to provide the Service.
2. 9.2The Customer shall bear all costs of any equipment, consumables, services and infrastructure required on the Customer's side, including but not limited to: gateway PCs and associated cabling/adapters; clinic network infrastructure; internet connectivity; electrical supply and UPS; operator workstations and peripherals; clinical staff salaries, registration and indemnity insurance; analyser procurement, maintenance, reagents and consumables; healthcare-regulator registration; and any travel or staff time of the Customer's personnel.
3. 9.3The Customer shall ensure that all clinical activities performed using the Service (including ordering tests, interpreting results, communicating with patients, follow-up care and regulatory reporting) are carried out by appropriately qualified, registered and supervised clinical professionals in accordance with applicable law and professional standards.
4. 9.4The Customer is solely responsible for the accuracy of any information it provides and for any decision it makes (or refrains from making) in reliance on the Service.

10Service levels and availability

1. 10.1We target a monthly tenant availability of not less than ninety-two per cent (92%), and nonetheless aim, on a commercially-reasonable-endeavours basis, to materially exceed this target.
2. 10.2Availability is measured as the percentage of minutes in the calendar month during which the tenant URL responds to authenticated requests with a status code in the 2xx or 3xx range, excluding (a) planned maintenance notified in advance; (b) emergency maintenance; (c) Customer-caused outages; (d) failure of the Customer's analysers, gateway PC, network or local infrastructure; (e) failure of any third-party infrastructure including Microsoft Azure; (f) regional migrations; (g) Force Majeure events; and (h) any period of suspension under clauses 8 or 17.
3. 10.3No service credits. No service credits, rebates, refunds or financial compensation are payable by Catenix for any failure to meet the availability target or any other service-level commitment in these Terms. The Customer's sole remedies are (i) the right to request a written incident report and (ii) the right to terminate under clause 17 in cases of sustained material failure.
4. 10.4We provide goodwill out-of-hours response for genuine production-down incidents on a best-endeavours basis. Out-of-hours commitments are not enforceable service-level obligations and give rise to no financial liability.

11Status of the Service — not a medical device

1. 11.1The Service is software for the recording, workflow management, display, transmission and storage of operational and clinical workflow data. The Service is not classified by Catenix as a medical device, an in vitro diagnostic medical device, or any form of software as a medical device (“SaMD”), and is not placed on the market by Catenix as such.
2. 11.2The Service does not (and is not intended to) drive the analytical performance of any analyser, perform any clinical interpretation, diagnosis, treatment recommendation, screening, triage, monitoring of disease, risk scoring, predictive analytics or any artificial-intelligence inference on patient data for clinical purposes.
3. 11.3The Customer shall not market, hold out, configure, modify or use the Service in any manner that would or could cause it to be classified as a medical device or in vitro diagnostic medical device under any applicable regulation. The Customer is solely responsible for any consequence (including regulatory action) arising from any such conduct.
4. 11.4The Customer retains full and exclusive responsibility for all clinical decisions, clinical interpretations, regulator registration and inspections (including Care Quality Commission / Healthcare Improvement Scotland), Medicines and Healthcare products Regulatory Agency reporting, patient consent, clinical governance and complaints handling. Catenix is not a healthcare provider, clinical professional or registered manager.

12Warranties; disclaimer

1. 12.1Each party warrants that it has full power, capacity and authority to enter into and perform these Terms and that its execution does not breach any other agreement.
2. 12.2We warrant that the Service will be performed with reasonable skill and care.
3. 12.3Disclaimer. Save as expressly set out in these Terms, the Service is provided “as is” and “as available”. To the maximum extent permitted by law, we exclude all other representations, conditions, warranties and other terms (whether express, implied, statutory or otherwise), including any implied warranty of satisfactory quality, fitness for any particular purpose, non-infringement, accuracy, reliability, completeness, or that the Service will meet any specific requirement or be uninterrupted, secure or error-free.
4. 12.4We do not warrant that the Service is suitable for any safety-critical function, including any function the failure of which could result in death, personal injury, or damage to property.

13Limitation of liability

1. 13.1Unlimited liability. Nothing in these Terms limits or excludes either party's liability for (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) any matter that cannot lawfully be limited or excluded; or (d) in the case of the Customer, the Charges payable.
2. 13.2Excluded losses. Subject to clause 13.1, neither party shall be liable to the other (whether in contract, tort (including negligence), breach of statutory duty or otherwise) for any: (a) loss of profits; (b) loss of revenue, business, anticipated savings or goodwill; (c) loss of opportunity; (d) loss of, damage to, or corruption of data (other than restoration from our most recent successful backup); (e) loss of contract or business interruption; or (f) any indirect, consequential, special, punitive or exemplary loss, in each case howsoever arising and even if foreseeable.
3. 13.3Cap on liability. Subject to clause 13.1, our total aggregate liability to the Customer under or in connection with these Terms shall not exceed the total Charges actually paid by the Customer to Catenix in the twelve (12) months immediately preceding the date on which the cause of action first arose.
4. 13.4The Customer acknowledges that the Charges have been calculated on the basis of these limitations and exclusions, and that we would not have entered into these Terms without them.
5. 13.5No liability for external or non-Catenix failures. Without prejudice to the generality of the above, Catenix shall have no liability for any loss arising from: (a) analyser, device, reagent or consumable failures; (b) sample-collection and pre-analytical errors (mislabelling, contamination, incorrect tube etc.); (c) Customer-side IT, network or infrastructure failures; (d) Customer operator and clinician acts and omissions; (e) any outage or degradation of Microsoft Azure or any other cloud-infrastructure provider; (f) failures of internet service providers, DNS, CDN or certificate authorities; (g) third-party software, libraries, browsers or integrations not supplied by Catenix; (h) any modification or customisation of the Service by anyone other than Catenix; and (i) any failure of the Customer to maintain healthcare-regulator registration, clinical-staff registration, indemnity insurance or any other regulatory obligation.

14Indemnification

1. 14.1Customer indemnity. The Customer shall indemnify Catenix, its directors, officers, employees, contractors and affiliates against any losses, liabilities, damages, costs (including reasonable legal costs on an indemnity basis), claims, demands, fines, penalties and expenses arising out of or in connection with: (i) any clinical decision, diagnosis, treatment or communication made by or on behalf of the Customer; (ii) any regulatory action against the Customer; (iii) any complaint, claim or proceeding by or on behalf of any patient of the Customer; (iv) any breach by the Customer of clauses 4, 9 or 11; or (v) any allegation that the Customer's use of the Service constituted the placing on the market of a medical device by the Customer, in each case save to the extent caused by our breach of these Terms or our gross negligence or wilful misconduct.
2. 14.2Catenix IP indemnity. We shall indemnify the Customer against direct damages awarded by a court of competent jurisdiction (or sums payable under a settlement approved by us) arising from a third-party claim that the Customer's use of the Service in accordance with these Terms infringes that third party's intellectual property rights in the United Kingdom, subject to (a) prompt written notice; (b) our sole control of the defence and any settlement; (c) Customer assistance; (d) no Customer admission without our consent; and (e) exclusions for combinations with non-supplied software, modifications, out-of-scope use, or Customer Data. Our liability under this indemnity is subject to the cap in clause 13.3.

15Insurance

1. 15.1Catenix shall maintain, throughout the Term, professional indemnity insurance with a level of cover of not less than £500,000 (five hundred thousand pounds sterling) per claim.
2. 15.2Catenix shall maintain, throughout the Term, public liability insurance with a level of cover of not less than £500,000 per claim.
3. 15.3Evidence of insurance is available on written request, not more than once per year.

16Subprocessors and hosting

1. 16.1We engage Subprocessors to support the Service. The Customer authorises the Subprocessors set out in our published Subprocessor List, which is incorporated into these Terms by reference. The list may be updated from time to time on thirty (30) days' notice; the Customer's continued use of the Service after such notice constitutes acceptance.
2. 16.2Where any Subprocessor is located outside the United Kingdom, we rely on the UK adequacy framework or, where required, on appropriate transfer safeguards (such as the UK International Data Transfer Addendum to the EU Standard Contractual Clauses).
3. 16.3Our liability for any act or omission of Microsoft Azure or any other third-party infrastructure provider is limited as set out in clause 13.

17Term, renewal and termination

1. 17.1These Terms commence on the date the Customer first accepts them (or signs an Order Form, whichever is earlier) and continue for the term set out in the Order Form (the “Initial Term”). The Initial Term renews automatically for successive twelve-month Renewal Terms unless either party gives the other not less than ninety (90) days' written notice of non-renewal prior to the end of the then-current Term.
2. 17.2We may terminate these Terms immediately by written notice if (a) the Customer fails to pay any undisputed Charges within thirty (30) days of the due date; (b) the Customer commits a material breach and fails to remedy (if remediable) within thirty (30) days of written notice; (c) the Customer suffers an insolvency event; or (d) the Customer breaches clause 4 or clause 11.
3. 17.3The Customer may terminate these Terms by written notice if we commit a material breach and fail to remedy (if remediable) within thirty (30) days of written notice.
4. 17.4The Customer may terminate for convenience on sixty (60) days' written notice, provided that all Charges already paid are non-refundable and all Charges accrued or invoiced prior to termination remain payable.
5. 17.5On expiry or termination: (a) all licences granted to the Customer terminate immediately; (b) the Customer shall cease all use of the Service; (c) for thirty (30) days following termination we will make Customer Data available for export in a standard format (up to five (5) hours of cumulative assistance at no charge; further assistance is chargeable at our standard day rate); and (d) thereafter, Customer Data may be deleted from active systems, subject to backup retention cycles of up to ninety (90) days.

18Changes to the Service and these Terms

1. 18.1We may update these Terms from time to time. Material changes will be notified to the Customer at least thirty (30) days before they take effect (by email or by publishing an updated version with a revised effective date). If the Customer does not accept a material change, the Customer's sole remedy is to terminate these Terms before the change takes effect.
2. 18.2Non-material changes (clarifications, typos, additional Subprocessors that do not change the data-protection risk profile, minor reordering) may be made without notice.

19Non-solicitation

1. 19.1During the Term and for twelve (12) months following its termination, the Customer shall not, without our prior written consent, directly or indirectly solicit for employment or engagement any director, officer, employee or contractor of Catenix who has been materially involved in the Service, save where any such individual responds to a general public advertisement not specifically targeted at Catenix personnel.

20Force majeure

Neither party shall be in breach of these Terms, nor liable for any failure or delay in performance, arising from any cause beyond its reasonable control, including (without limitation) acts of God, war, terrorism, riot, civil commotion, pandemic, fire, flood, earthquake, government action, nationwide industrial action, failure of public or private telecommunications networks, failure of cloud or hosting infrastructure, cyber-attack or denial-of-service event.

21General

1. 21.1Notices to Catenix must be sent in writing to contact@catenix.com. Notices to the Customer may be sent to the email address in the Customer's account or Order Form.
2. 21.2Nothing in these Terms creates a partnership, joint venture, agency, employer-employee relationship or franchise. Each party is an independent contractor.
3. 21.3We may sub-contract or delegate the performance of all or any part of the Service without the Customer's consent. The Customer may not assign, sub-license or otherwise transfer its rights under these Terms without our prior written consent.
4. 21.4If any provision of these Terms is held to be invalid or unenforceable, the remainder shall continue in full force. The invalid provision shall be deemed modified to the minimum extent necessary to be enforceable.
5. 21.5These Terms (together with the Order Form, the DPA and the Subprocessor List) constitute the entire agreement between the parties and supersede all prior agreements in respect of the Service.
6. 21.6No third party shall have any rights under the Contracts (Rights of Third Parties) Act 1999.
7. 21.7Governing law and jurisdiction. These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

A printable PDF version of these Terms is available on request via contact@catenix.com.