1. Overview and legal terms

• 1.1 These Terms are issued on behalf of Theta Sleep Ltd ("Theta Sleep"). When we say "we", "us", "Theta Sleep", or "Theta", we are referring to Theta Sleep Ltd, a company registered in England and Wales with company number 16087698, whose registered office is at Canterbury House, 1 Royal Street, London, England, SE1 7LL.
• 1.2 These Terms and Conditions ("Terms") are a legal Agreement ("Agreement") between Theta Sleep and you, effective on the date these Terms are accepted. The Agreement sets out the terms on which you may use the Theta Sleep service (the "Service") and the Theta Sleep web-based application (the "Platform").
• 1.3 Theta Sleep is a tech-enabled clinical sleep service. We provide specialist clinical sleep medicine care through consultations with specialist healthcare professionals by video or telephone, supported by the Platform, home sleep studies and home delivery of treatment for sleep disorders. What the Service does and does not include is set out in clause 4.
• 1.4 The Platform provides patient education, the ability to give us a focused sleep history for review in your clinical consultation, secure messaging with our team, scheduling for home sleep studies and appointments, and other enhancements to the patient sleep medicine journey.
• 1.5 By using the Service and the Platform, you agree to these Terms. If you do not comply with these Terms, we may suspend or end your access to the Platform and the Service in accordance with clause 17.
• 1.6 We may change these Terms from time to time. Where a change is material, we will give you reasonable advance notice by email or through the Platform. Where a change is minor or administrative, we will publish the updated Terms on our website and Platform. If a material change disadvantages you, you may end this Agreement and we will refund any fees you have paid for services you have not yet received. Your continued use of the Service after a change takes effect indicates your agreement to the updated Terms.
• 1.7 You should read these Terms together with our Privacy Notice, which explains how we collect, use and share your personal data. If you accept these Terms, you are confirming the Terms and our Privacy Notice have been read, understood and accepted. In particular, you agree to use your data as outlined in the Privacy Notice.
• 1.8 For the purpose of these Terms, we have used capitalised definitions as defined in Appendix 1 unless the context requires otherwise. Any capitalised definition not defined in Appendix 1 has the meaning given to it in these Terms.
• 1.9 In these Terms: "including" and "for example" are used without limitation; the singular includes the plural and vice versa; a reference to legislation includes that legislation as amended, extended or re-enacted; and headings are for convenience only and do not affect interpretation.
• 1.10 We keep a record of the user, date, time and version of the Terms accepted at sign-up. That record is evidence of your acceptance of these Terms. Previous versions of these Terms are available on request.
• 1.11 These Terms are written in English, and English governs their interpretation.
• 1.12 If you would like to contact us about any of these Terms, please email help@thetasleep.com

2. Eligibility and registration

• 2.1 By using the Service you confirm that you are aged 18 or over. We do not provide services to anyone under the age of 18. If you are under the age of 18, you may not access the Service.
• 2.2 By accepting these Terms you confirm that you are able to enter into a legal agreement with us, or that these Terms are being accepted on your behalf in accordance with clause 2.3.
• 2.3 Acting on behalf of a patient. Where a patient is unable to accept these Terms themselves, they may be accepted on the patient's behalf by a person with lawful authority to do so — for example an attorney under a lasting or enduring power of attorney, a court-appointed deputy or guardian, or a person otherwise legally authorised. We may ask for evidence of that authority. Where you accept these Terms on behalf of a patient, you confirm that you have authority to do so, and references to "you" apply to the patient except where the context requires otherwise. Where fees are payable, they are payable by the person holding financial authority for the patient. Where no such person is appointed, we may still provide care where it is lawful and in the patient's best interests, in accordance with the mental capacity legislation applying in the patient's nation.
• 2.4 UK residence. The Service is available only to patients resident in the United Kingdom ("UK"). Consultations must be attended from within the UK. Short absences from the UK, such as a holiday, do not affect your registration, but we will not begin new clinical care while you are outside the UK. You must tell us if you cease to be resident in the UK, and we may then suspend or end the Service in accordance with clause 7.6.
• 2.5 GP registration. You must be registered with a GP in the UK, and must tell us if your GP changes. This is a condition of using the Service, because your GP provides the route for onward referral, prescribing and escalation where these fall outside the Service.
• 2.6 Verifying your identity. We verify your identity and demographic details — including your name, date of birth and healthcare number — against NHS records at registration and during your care, so that we can be confident we have identified the right person and are working from the correct record. We may decline or suspend registration where your details cannot be verified or appear inconsistent. Our clinicians will also confirm your identity at the start of each appointment and may decline to proceed where identity cannot be confirmed.
• 2.7 Your account. One account is permitted per patient. Your email address serves as your username, and you will create a password or configure an alternative means of authentication. You must keep your login details confidential, must not share your account with anyone else, must log out when using a shared device, and must tell us promptly if you suspect anyone else knows your password or has accessed your account. We may disable any username or password where we reasonably believe these Terms have been breached or your account security has been compromised.
• 2.8 Reasonable adjustments. We want the Service to be accessible. If you need an adjustment in order to use the Service — for example an interpreter, additional time, information in a different format, or support during a consultation — please tell us and we will make reasonable adjustments where we can. Interpreters can be arranged on request.
• 2.9 We may decline to register you, or end your registration, where the eligibility requirements in this clause 2 are not met. Where you are already receiving care from us, we will do so in accordance with clause 7.6.

3. Your care route

• 3.1 You can access the Service by three routes, and which of these Terms apply to you depends on the route (your "Care Route"):
  • 3.1.1 Self-Pay User — you sign up directly through the Platform via a link on our website and pay for the Service yourself.
  • 3.1.2 Insurer-Funded User — you access the Service via a link from your medical insurance provider, and your insurer has agreed to fund some or all of the cost.
  • 3.1.3 NHS-Funded User — you have been referred to us by an NHS clinician or organisation, and your care is funded by the NHS. Requirements for each NHS Service are specified in a contract with the local NHS commissioning body. If you would like more information on your local Service, please email help@thetasleep.com or write to us at Theta Sleep Ltd, Canterbury House, 1 Royal Street, London, SE1 7LL.
• 3.2 Clauses 6.9 (repeat sleep studies), 6.11 (equipment charges), 8 (fees, payments and cancellation) and 17.4 (charges on termination) apply only to Self-Pay Users and Insurer-Funded Users. The obligations to take care of equipment and return it in clause 6.11 apply to all Users, but the charges in that clause do not apply to NHS-Funded Users.
• 3.3 Where you are an Insurer-Funded User, you remain the contracting party under these Terms. If your insurer declines to pay, pays only part of the cost, or your policy carries an excess or shortfall, you remain liable to Theta Sleep for the balance. It is your responsibility to confirm the extent of your cover with your insurer before your care begins.
• 3.4 Ongoing treatment services, including CPAP therapy and cognitive behavioural therapy for insomnia (CBT-I), are separate services provided under separate terms and are not included in the price of the diagnostic pathway described in clause 8.2.

4. Scope of our service

• 4.1 We are not an emergency service. The Service is not designed for urgent or emergency care, and must not be used for it. If you have symptoms that need urgent attention — for example chest pain, breathlessness, sudden weakness or numbness, confusion, or any symptom you are seriously worried about — you should contact 999, NHS 111 (or NHS 24 in Scotland), your GP, or attend your nearest emergency department. You must not use Platform messaging, email or any other Theta Sleep channel to report an urgent clinical concern.
• 4.2 When we respond. We answer emails and Platform messages between 09:00 and 17:00, Monday to Friday, excluding public holidays. We do not provide out-of-hours cover. Messages sent outside those hours are not monitored and will not be read until the next working day. Documents you upload to the Platform are not monitored in real time.
• 4.3 The limits of remote care. We deliver the Service remotely. We do not physically examine you. Our assessment, advice and recommendations are based on the information you give us, the results of any sleep study we arrange, and your remote consultation. Some conditions require in-person assessment, examination, or investigations that we do not provide.
• 4.4 What the Service does not include. The Service does not provide general medical care and does not replace your GP. We do not prescribe medication. We do not provide emergency, out-of-hours or urgent care. Unless your care plan says otherwise, ongoing or long-term follow-up is not automatically included.
• 4.5 Reports for third parties are not included. Medico-legal reports, reports for employers or occupational health, insurance reports, and fitness certifications of any kind fall outside the Service. We may decline to provide them. Where we agree to provide one, it may be chargeable.
• 4.6 Our right to decline or refer. A Theta Sleep Clinician may decline to treat you, or may refer you elsewhere, where remote care is not clinically appropriate for your needs. Where this happens we will explain why, and will signpost you to a more appropriate service or refer you back to your GP.
• 4.7 Your responsibilities. You must seek urgent care where you need it, remain registered with a GP, give us accurate information in accordance with clause 5.4, and follow the instructions provided with any equipment or treatment.

5. Our clinicians and clinical standards

• 5.1 Theta Sleep offers the Service online, enabling you to connect by video or telephone to a Theta Sleep Clinician. We provide specialist clinical sleep medicine care.
• 5.2 A Theta Sleep Clinician is an appropriately trained specialist healthcare professional who is registered with the relevant UK professional regulator for their role — for example the General Medical Council for doctors, the Nursing and Midwifery Council for nurses, or the Health and Care Professions Council for allied health professionals. All Theta Sleep Clinicians are bound by their regulator's standards and guidance, are subject to a professional duty of confidentiality, and work within their scope of practice. Different parts of the Service may be delivered by different professionals as is clinically appropriate. Your care is delivered under the overall clinical responsibility of a senior clinician.
• 5.3 Our clinical standard. We will provide the clinical Service with reasonable care and skill, by clinicians who are appropriately registered with their professional regulator and who act in accordance with their regulator's standards and guidance. Theta Sleep Clinicians undergo external appraisal in accordance with standard practice for health professionals, and receive training, monitoring and review by the Theta Sleep clinical leadership team. Theta Sleep Clinicians are covered by medical indemnity insurance appropriate for the care being delivered as part of the Service.
• 5.4 Information you provide.
  • 5.4.1 The assessment, advice and recommendations we provide are based on the information you give us, together with the results of any investigations we arrange. We do not physically examine you.
  • 5.4.2 You are responsible for providing information that is accurate, complete and up to date — including your medical history, current medications, symptoms, contact details and GP details — and for telling us promptly if that information changes or if anything we have recorded is incorrect.
  • 5.4.3 We may ask you to confirm the accuracy of key information before and during your care.
  • 5.4.4 Where you provide inaccurate or incomplete information, or withhold relevant information, this may affect the advice we are able to give. To the extent permitted by law, any liability we may otherwise have will be reduced to reflect the extent to which this contributed to any loss or harm.
  • 5.4.5 Nothing in this clause 5.4 limits or excludes our liability under clause 13.2.
• 5.5 If you do not fully understand the information given to you during your interactions with the Service or the Platform, please raise this during your appointment and your Theta Sleep Clinician will seek to clarify matters for you.
• 5.6 Who else is present. You must tell your Theta Sleep Clinician if anyone else is present with you during a consultation. Your clinician may decline to proceed where this is not clinically appropriate.
• 5.7 When something goes wrong. If something goes wrong with your care, we will be open and honest with you about what happened, apologise, and explain what we are doing about it.

6. Sleep studies, equipment and appointments

• 6.1 Through the Platform you will give us information about your sleep and medical history so that we can arrange the right type of study for you.
• 6.2 Our suppliers. Home sleep studies and device therapies are delivered with the help of carefully selected third-party suppliers, who supply and deliver equipment, provide usability instructions, capture data, and score raw sleep study data. These suppliers act on Theta Sleep's instructions and under Theta Sleep's protocols as our data processors.
• 6.3 While Theta Sleep does not accept liability for third-party product defects or service interruptions, we will actively assist you in resolving issues with those providers, including initiating replacements, complaint handling, or refunds where appropriate.
• 6.4 We undertake due diligence on our suppliers and require them to comply with applicable UK medical device requirements.
• 6.5 We share relevant personal data with our suppliers, in accordance with our Privacy Notice, so that they can provide your sleep study or device therapy.
• 6.6 Reporting problems. You must tell us promptly if equipment is faulty, damaged or lost, and must not continue to use faulty equipment. Where a problem arises with equipment or with a supplier, we will assist you in resolving it, including arranging replacements, handling complaints, or arranging refunds where appropriate. You must give us reasonable cooperation and any information we reasonably need in order to resolve the problem and, where relevant, to pursue the supplier — including returning faulty equipment for inspection. Nothing we do to assist you affects our rights against the supplier.
• 6.7 Once we receive the result of your sleep study, we will contact you through the Platform, by email or by telephone to schedule your appointment with a Theta Sleep Clinician. Your appointment will take place by telephone or secure video call, and we will confirm the details by email to your registered email address.
• 6.8 We may send you reminders about your appointment through the Platform, by email, text or telephone. At the clinician's discretion, and as required for your care, we may contact you before, during and after your appointment by any of these means. Other members of the Theta Sleep team, such as administrative staff, may also contact you to facilitate the delivery of your care.
• 6.9 If a study does not capture enough data. If your sleep study fails to capture adequate diagnostic data, it may need to be repeated. Where we reasonably assess that the inadequate data capture resulted from a failure to follow the device instructions, a repeat study may be subject to an additional charge at the rate published on our website at the time of your booking. Where inadequate data capture results from equipment failure, or from factors outside your control, no charge applies.
• 6.10 Attending your appointment. It is your responsibility to be available to speak with your Theta Sleep Clinician at the time of your appointment, and to ensure that:
  • 6.10.1 for video appointments, you are signed in to the waiting room before your appointment, have a stable internet connection, and have followed the instructions to test video and audio. You will be notified to join when your clinician is ready;
  • 6.10.2 where a video appointment encounters technical difficulties, your clinician will try to reach you on the telephone number in your account;
  • 6.10.3 for telephone appointments, the number you have given us is accurate and you have adequate signal; and
  • 6.10.4 for all appointments, you are in an appropriate and private consulting environment. If you are not — for example if you are driving — your clinician will ask you to re-book, subject to clause 8.
• 6.11 Equipment.
  • 6.11.1 Equipment supplied to you for a sleep study or treatment is provided on loan for your own use. Ownership does not pass to you.
  • 6.11.2 You must take reasonable care of the equipment, use it only in accordance with the instructions provided, not allow anyone else to use it, and not tamper with it or attempt to repair it.
  • 6.11.3 You must return the equipment, using the return method provided, and in a reasonably clean condition. Equipment requiring specialist decontamination may attract a charge.
  • 6.11.4 Where equipment is not returned, or is lost or damaged beyond fair wear and tear as a result of your neglect, misuse, or failure to follow the instructions provided, you will be liable for the replacement or repair cost of the equipment plus an administration charge, up to a maximum of £5,000 per item.
• 6.12 Your Theta Sleep Clinician may deem it clinically appropriate to initiate treatment for a suspected or confirmed sleep disorder.
• 6.13 We do not prescribe medication. If medication is necessary for your condition, your Theta Sleep Clinician will write to your GP so that they can coordinate that part of your care.
• 6.14 Device therapy. It may be necessary to begin a device therapy such as CPAP. Your Theta Sleep Clinician will prescribe this, and the device will be supplied by one of our suppliers in accordance with clauses 6.2 to 6.6. Ongoing device therapy is a separate service under separate terms, as set out in clause 3.4.
• 6.15 Insomnia therapy It may be necessary to begin therapy for insomnia or other behavioural sleep disorders. Ongoing therapy is a separate service under separate terms, as set out in clause 3.4.

7. Your GP, continuity of care and safe discharge

• 7.1 We strongly recommend that your medical information is shared with your registered GP. If you have been referred through the NHS, we will already hold your GP details. If you self-refer or are referred by your insurer, we may need to collect your GP details from you or will collect it from the NHS spine. We will not share information with your GP if you specifically ask us not to, unless there is a risk of harm or an overriding public interest in disclosing the information, in accordance with applicable law and General Medical Council guidance.
• 7.2 As explained in our Privacy Notice, we take all reasonable steps to ensure that the personal data we hold about you is accurate and not misleading. We rely on you to give us correct information and to keep it up to date, including your current registered GP.
• 7.3 To the extent permitted by applicable law, and subject to clause 13.2, we are not responsible for the consequences of clinical notes being sent to the wrong GP where this results from incorrect details you have given us and which we reasonably relied on as accurate. This does not affect our obligations as a data controller in respect of your personal data, which are set out in our Privacy Notice.
• 7.4 Where requested, or in accordance with clause 7.1, we will make every reasonable effort to share your medical notes with your GP. If your GP declines to accept them, we will tell you, and you may need to share them directly. Subject to clause 13.2, we will not be liable for losses incurred by you or a third party as a result of a GP declining to accept or process notes we hold about you.
• 7.5 Follow-up. Theta Sleep provides focused diagnostic and treatment services for sleep disorders, primarily through scheduled appointments. Unless your care plan says otherwise, ongoing or long-term follow-up is not automatically included. If your condition requires further treatment, monitoring or medication, we will either provide it or, where it falls outside the Service, refer you to your GP, your insurer, or another appropriate provider. We recommend you contact your GP if symptoms persist or worsen after using the Service. It is your responsibility to pursue recommended follow-up steps, including the use of prescribed treatments, referrals and diagnostics. Subject to clause 13.2, we are not liable for health outcomes resulting from follow-up that you miss or delay after your final interaction with Theta Sleep.
• 7.6 Safe discharge. Where the Service, or any part of it, is discontinued, or where your access to the Service or the Platform is suspended or ended for any reason, we will:
  • 7.6.1 complete any care that is already in progress, or arrange for your care to be transferred safely to another provider;
  • 7.6.2 where the Platform is unavailable but your care is continuing, deliver the remaining elements of your care by alternative means, such as telephone or email;
  • 7.6.3 notify your GP and, where relevant, the organisation that referred you or funds your care;
  • 7.6.4 make your records available to you or to a provider you nominate, in accordance with our Privacy Notice; and
  • 7.6.5 refund any fees you have paid for services you have not received.
• 7.7 Nothing in these Terms affects our professional and regulatory obligations to patients already in our care.
• 7.8 On request, we will share a summary of your care with you or with a healthcare provider you nominate, in accordance with our Privacy Notice.

8. Fees, payments and cancellation

• 8.1 This clause 8 applies only to Self-Pay Users and Insurer-Funded Users.
• 8.2 What the diagnostic pathway includes. The price quoted on the Platform and our website for the diagnostic pathway includes access to the Platform, a home sleep study (including equipment supply, data capture and scoring), and a results consultation with a Theta Sleep Clinician. It does not include ongoing treatment services such as CPAP therapy or CBT-I, reports for third parties, or any service described as excluded in clause 4.
• 8.3 Prices. Prices are quoted on the Platform and our website, are in GBP, and include any applicable taxes. The price that applies to your booking is the price published at the time you make it. We may change our prices at any time, but a change will apply only to bookings made after it takes effect.
• 8.4 Formation of the contract. Your contract with us is formed when we send you an order confirmation, not when you submit your order. We may decline an order before that point.
• 8.5 Payment. Payment for the diagnostic pathway is taken in full at the point of booking. Some payments are processed by a third-party payment provider, which handles the transaction and the transfer of funds. Subject to clause 13.2, we are not liable for failures in that provider's own systems or in third-party banking networks. We do not store your payment card details.
• 8.6 Your right to cancel within 14 days. Because you enter into this Agreement at a distance, you have the right to cancel within 14 days of the date of your order confirmation, without giving a reason.
  • 8.6.1 To cancel, email help@thetasleep.com or use the cancellation form available on our website, telling us clearly that you wish to cancel.
  • 8.6.2 When you book, you are expressly requesting that we begin providing the Service during the 14-day cancellation period, and acknowledge that you will lose your right to cancel once part of the Service has been performed.
  • 8.6.3 If you cancel after we have begun providing the Service but before it has been fully performed, you must pay a proportionate amount for what has already been supplied.
  • 8.6.4 We will refund any balance due to you within 14 days of receiving your cancellation, using the same payment method you used.
  • 8.6.5 Equipment already supplied to you must be returned in accordance with clause 6.11.
• 8.7 Cancelling, rescheduling and missing an appointment. The following applies to appointments, and replaces any other cancellation right once the 14-day period in clause 8.6 has ended. The charges referred to below are those published on our website at the time you made your booking.
  • 8.7.1 More than 48 hours before the scheduled start time: you may cancel or reschedule at no charge.
  • 8.7.2 If you cancel within 48 hours of the appointment or after it has started, we reserve the right to deny Service. No refund will be issued, except in the case of exceptional circumstances, for example in the case of a medical emergency.
  • 8.7.3 If you are more than 10 minutes late, your Theta Sleep Clinician may either proceed with the appointment or treat it as a non-attendance under clause 8.7.2.
  • 8.7.4 No charge applies where you are unable to attend because of exceptional circumstances, including a medical emergency, or where the Platform is unavailable because of a technical fault caused by us.
  • 8.7.5 It is your responsibility to ensure that your equipment meets the technical specifications needed to access the Platform, including a currently supported operating system and an up-to-date web browser. Where you cannot attend because your own equipment does not meet those specifications, clauses 8.7.2 and 8.7.3 apply.
• 8.8 Charges reflect our reasonable costs. Where a charge is disputed, please contact us in accordance with clause 16.

9. The Platform

• 9.1 The Platform is provided on an "as is" basis. While we aim to ensure its reliability, you acknowledge that it may contain minor bugs or errors and that there may be temporary disruptions or interruptions, including while we improve its functionality. This clause 9 applies to the Platform's technology and content. It does not apply to the clinical Service, which is governed by clause 5.3.
• 9.2 You are responsible for making the arrangements necessary to access the Platform, including an internet connection and a device meeting the technical specifications.
• 9.3 Educational content is not medical advice. General information and patient education published on the Platform or our website — whether written, stated or implied — is provided for information purposes only and does not constitute medical advice. This clause does not apply to advice given to you by a Theta Sleep Clinician as part of your care.
• 9.4 Performance statistics and patient feedback cited on our website are based on Theta Sleep reporting, in-house or through third-party services, and are subject to change.
• 9.5 By using the Platform and the Service, you agree that any information you provide is truthful, accurate, not misleading, and provided in good faith.
• 9.6 You are authorised to access the Platform and use the Service for your own personal use only. You agree not to use the Service for any commercial, business or resale purpose.
• 9.7 Service messages. As part of the Service we will send you clinical and administrative messages by email, text, telephone, post or through the Platform. These include appointment confirmations and reminders, information about your results and care, equipment and safety information, and notices about changes to these Terms or our Privacy Notice. These messages form part of the Service and you cannot opt out of them while you are receiving care. You must keep your contact details up to date, and you accept that clinical information may be sent to the contact details we hold for you. Where we are unable to reach you and there is a clinical reason to do so, we may contact your GP or the organisation that referred you in order to ensure continuity of your care.
• 9.8 The Platform and our website may contain links to third-party websites, services and resources. These are provided for convenience and information only. We do not endorse them or make representations about them, have no control over their content, and accept no responsibility for your use of them.
• 9.9 Where we use third parties to provide parts of the Service, you may provide personal data to them and may be subject to their terms and privacy policies. We will tell you where this applies, in these Terms or in our Privacy Notice.
• 9.10 We may update the Platform and modify the content and services offered through it — for example to reflect changes in law or regulatory requirements, to make technical improvements, or to address security threats. We will give you advance notice of any change to the Service that could adversely affect you. We may also modify, suspend or discontinue the Platform, or any part of it, at our discretion. Where doing so would affect care you are already receiving, clause 7.6 applies.
• 9.11 While we take precautions to prevent errors and omissions through performance, security and quality controls, we cannot guarantee that the Platform or its content will be entirely free of errors or omissions.

10. Data, confidentiality and recordings

• 10.1 Information you provide to Theta Sleep, including personal data, will be treated as confidential and processed for the purpose of delivering the Service, as set out in this clause 10 and in our Privacy Notice. We may disclose information without your agreement only where this is necessary to protect you or another person from a risk of serious harm, for safeguarding reasons, in response to a court order or legal obligation, to a regulator exercising its statutory powers, or where there is an overriding public interest. Our Privacy Notice explains this in more detail.
• 10.2 Our role as data controller. Theta Sleep is an independent data controller in respect of the personal data we process to deliver your care. Where you are referred to us by an NHS organisation, a private hospital or an insurer, that organisation is a separate independent data controller for its own purposes. We are not a joint data controller with any of these organisations, and we do not act as any organisation's data processor. Sharing between us and those organisations is governed by written data sharing agreements. The legal bases on which we process your data, and details of who we share it with, are set out in our Privacy Notice.
• 10.3 Recording consultations.
  • 10.3.1 We may record your consultation, including audio and video, as part of your clinical record and for clinical audit and governance. Recording is not a condition of receiving care. You may ask us not to record your consultation, and your consultation will then proceed unrecorded. Declining will not affect the care you receive.
  • 10.3.2 Separately, and only if you agree, we may use recordings to develop and improve our service for future patients. This is entirely optional, is not part of your care, and you may refuse or withdraw at any time without any effect on your care.
  • 10.3.3 Your clinician will ask you about both of these before your consultation begins, and we will record your answers.
  • 10.3.4 Recordings are held securely and are accessible only to those who need them. They are retained in accordance with our Privacy Notice.
  • 10.3.5 If anyone else is present during your consultation, they will also be recorded. Please tell your clinician who is present, in accordance with clause 5.6.
  • 10.3.6 Our Privacy Notice explains in full what we record, why, what happens to recordings, and your rights.
• 10.4 Recording by you. You may record your own consultation for your personal use, but you must tell your Theta Sleep Clinician before doing so. You must not publish, broadcast, share or otherwise make available any recording that identifies our staff or clinicians.
• 10.5 In accordance with clause 7.1, we will send appointment notes to the GP practice recorded in your patient record.
• 10.6 Correcting your record. Where information in your record is factually incorrect, we will correct it. Where you disagree with a clinical opinion or assessment, we will review it — but a clinical opinion accurately recorded as the opinion held at the time is not inaccurate data, and we will not change it simply because you disagree. In that case we will record your disagreement in your record so that anyone reading it can see your view, and we will explain our decision to you.
• 10.7 Anonymised data. Where we anonymise data so that individuals are no longer identifiable, that data is no longer personal data.
• 10.8 Our Privacy Notice explains your rights in relation to your personal data and how to exercise them. If you have a question about how we handle your data, or wish to exercise a right, contact privacy@thetasleep.com.

11. Intellectual property

• 11.1 The Services and the Platform contain logos, software, computer code, images, audio files, videos, text, icons, graphics, information and other content (together, "Theta Content"). All Theta Content, and the way it is assembled, collected, arranged and delivered, is the property of Theta Sleep and its licensors, and is protected by copyright, trademark and other intellectual property laws.
• 11.2 Theta Sleep grants you a limited, personal, non-transferable, non-sublicensable, non-exclusive licence to use the Platform and the Theta Content solely for the purpose of receiving the Service, and only in accordance with these Terms. We may revoke this licence at our discretion. Where doing so would affect care you are already receiving, clause 7.6 applies.
• 11.3 You shall not (and shall not permit any third party to), except as expressly permitted by applicable law, copy, modify, frame, create derivative works from, reverse engineer, reverse assemble, or otherwise attempt to discover any source code in the Platform or any Theta Content.
• 11.4 You shall not sell, rent, lease, loan, redistribute, assign, sublicense, republish, grant a security interest in, or otherwise transfer any rights in the Platform or the Theta Content, in whole or in part. You must preserve all copyright and other intellectual property notices and watermarks included in the Theta Content.
• 11.5 Nothing in these Terms grants you a licence to use any Theta Sleep trademark. By using the Service you do not acquire any right, title or interest in the Theta Content or the Platform.
• 11.6 You shall not use any automated means to access, scrape, crawl, index or extract data from the Platform or the Theta Content, and shall not use the Platform or the Theta Content to train, fine-tune or develop any machine learning or artificial intelligence model.
• 11.7 Content you provide. You grant Theta Sleep a non-exclusive, royalty-free licence to use, store, copy and adapt the content you submit to the Platform — including sleep histories, questionnaire responses, documents you upload, images and feedback — for the purposes of delivering the Service and, in anonymised form, for the purposes set out in clause 10.7. You confirm that you have the right to share any content you submit. We may remove or decline to accept any content.
• 11.8 Feedback. If you provide feedback to Theta Sleep about the functionality or performance of the Platform, including identifying potential errors and improvements, you assign to Theta Sleep all rights, title and interest in that feedback, and waive any moral rights in it. Theta Sleep is free to use the feedback without payment or restriction.
• 11.9 If you wish to use any Theta Content in a manner other than as permitted by this clause 11, you must contact us.
• 11.10 All rights not expressly granted in these Terms are reserved.

12. Acceptable use

• 12.1 You will use reasonable efforts to prevent unauthorised use of the Platform and will notify Theta Sleep in writing promptly of any unauthorised use that comes to your attention. If there is unauthorised use by anyone who obtained access directly or indirectly through you, you will take all steps reasonably necessary to end it, and will cooperate with any action we take to prevent or end unauthorised use.
• 12.2 You are prohibited from posting or transmitting any material through the Platform that:
  • 12.2.1 is abusive, threatening, harassing, defamatory, obscene, discriminatory, or likely to incite hatred or violence;
  • 12.2.2 is unlawful, or constitutes or encourages conduct that would be a criminal offence, give rise to civil liability, or infringe the rights of any third party;
  • 12.2.3 is technically harmful, including computer viruses, logic bombs, Trojan horses, worms, corrupted data or other malicious software;
  • 12.2.4 you do not have the right to share, or for which you have not obtained any necessary licence or approval; or
  • 12.2.5 discloses another person's personal data other than as part of your clinical history or care. For the avoidance of doubt, this clause does not restrict you from giving us information about your family history, observations made by others about your sleep, your GP's details, or your next of kin and emergency contact details, where you provide these as part of your care.
• 12.3 You shall not:
  • 12.3.1 use the Platform or any Theta Content in any unlawful manner;
  • 12.3.2 misuse the Platform, including by hacking or inserting malicious code;
  • 12.3.3 infringe our or any third party's intellectual property rights;
  • 12.3.4 use the Platform to transmit chain letters, junk mail or spam;
  • 12.3.5 use the Platform to harass, abuse or harm another person;
  • 12.3.6 take any action that places an unreasonable or disproportionately large load on our servers or infrastructure; or
  • 12.3.7 use the Service in any manner likely to cause disruption, damage or impairment to the access or use of the Service.
• 12.4 Conduct towards our staff. Abusive, threatening or discriminatory behaviour towards our staff or clinicians is not acceptable and may result in suspension or termination in accordance with clause 17.
• 12.5 We may remove any material posted or transmitted through the Service that breaches this clause 12, and may suspend your access to the Platform under clause 17.2 rather than ending your access altogether.

13. Disclaimers and limitation of liability

• 13.1 We strive to provide a high-quality Service. There are, however, things we cannot guarantee, and this clause 13 sets out the limits of our liability to you. Please read it carefully.
• 13.2 Liability we do not limit or exclude. Nothing in these Terms limits or excludes our liability for:
  • 13.2.1 death or personal injury caused by our negligence;
  • 13.2.2 fraud or fraudulent misrepresentation;
  • 13.2.3 breach of the statutory term to perform the Service with reasonable care and skill;
  • 13.2.4 any other liability which cannot lawfully be limited or excluded.
• 13.3 The Platform. Subject to clause 13.2, the Platform and the Theta Content are provided without warranties, conditions or other terms of any kind, and are used at your own risk. We do not warrant that the Platform will be uninterrupted, timely, secure, error-free, or free from viruses or other malicious software. To the fullest extent permitted by law, we exclude all representations, warranties, conditions and other terms that would otherwise apply to the Platform and the Theta Content, unless expressly stated in these Terms.
• 13.4 The content of the Platform and our website may change, be updated or be suspended. Subject to clause 13.2, we exclude all representations and warranties as to the accuracy and completeness of information published on the Platform or our website, and cannot guarantee that material is up to date, that every service will be available at all times, or that the Platform will not be discontinued.
• 13.5 Subject to clause 13.2, we will not be liable in contract, tort (including negligence), for pre-contract representations, or otherwise arising out of or in connection with these Terms for:
  • 13.5.1 any economic loss, including loss of revenue, profits, contracts, data, business, anticipated savings, or the cost of substitute services;
  • 13.5.2 any loss of goodwill or reputation; or
  • 13.5.3 any special, indirect or consequential loss, in each case whether or not such losses were foreseeable by either party at the time these Terms were accepted.
• 13.6 Cap on our liability. Subject to clause 13.2, our total liability to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with these Terms and taken in aggregate for all events or series of connected events, is limited the total fees you have paid to us for the Service in the 12 months immediately preceding the first event giving rise to the claim.
• 13.7 The limits in clauses 13.5 and 13.6 apply for the benefit of Theta Sleep and its affiliates, and its and their officers, directors, employees, agents and clinicians, as well as for Theta Sleep itself.

14. Indemnity

• 14.1 You agree to indemnify Theta Sleep, its affiliates, and its and their officers, directors, agents and employees against losses, damages, costs and expenses (including reasonable legal fees) arising from any claim, demand or legal action brought by a third party as a result of:
  • 14.1.1 your deliberate misuse of the Platform or the Service;
  • 14.1.2 your unlawful use of the Platform or the Service;
  • 14.1.3 your infringement of Theta Sleep's or a third party's intellectual property or other rights; or
  • 14.1.4 information you have provided to us fraudulently or recklessly.
• 14.2 The indemnity in clause 14.1 is limited to losses actually and reasonably incurred, and only to the extent caused by the conduct described in clause 14.1. We will take reasonable steps to mitigate any such loss.
• 14.3 If we wish to make a claim under clause 14.1, we will give you prompt written notice of the relevant third-party claim. You will give us reasonable cooperation. We will have the right to conduct the defence of the claim, and will not settle it without your consent.
• 14.4 This clause 14 does not apply to losses arising from your innocent provision of inaccurate or incomplete information, which is dealt with in clause 5.4.

15. Force majeure

• 15.1 Theta Sleep will not be liable to you where it is unable to perform its obligations, or is delayed in doing so, because of circumstances beyond its reasonable control. This includes strikes, lock-outs and other industrial disputes (whether involving our workforce or others), failure of utility services, transport or telecommunications networks, acts of God, war, riots, civil unrest, malicious damage, compliance with any law or government order, accidents, equipment breakdowns, fires, floods, storms, pandemics, and the non-performance of suppliers or subcontractors.
• 15.2 We will notify you of any such event. Our affected obligations will be suspended for as long as the event continues, and we will use reasonable endeavours to resume performance and, where possible, to deliver your care by alternative means.
• 15.3 Subject to clause 13.2, we are not obliged to pay compensation for losses caused by such an event. This does not affect your right to a refund of fees you have paid for services you have not received.
• 15.4 If the event continues for more than 30 days, either you or we may end this Agreement by written notice. Where the event affects care you are already receiving, clause 7.6 applies.

16. Complaints

• 16.1 We operate a complaints procedure, published on our website, and we encourage you to use it if you are unhappy with any aspect of the Service. You can complain by emailing help@thetasleep.com.
• 16.2 We will acknowledge your complaint within three working days and give you a full response within 30 days of receiving it. If we need longer, we will tell you why and keep you updated.
• 16.3 Making a complaint will not affect the care you receive from us. You may complain on behalf of someone else with their consent, or where you have lawful authority to act for them.
• 16.4 If you are not satisfied with our final response, you can ask for it to be reviewed independently:
  • 16.4.1 if your care was funded by the NHS, you may refer your complaint to the relevant Ombudsman for the nation in which you live — the Parliamentary and Health Service Ombudsman (England), the Scottish Public Services Ombudsman, the Public Services Ombudsman for Wales, or the Northern Ireland Public Services Ombudsman. You may also raise your complaint with the organisation that referred you or commissioned your care;
  • 16.4.2 if you paid for your care yourself or through an insurer, we will refer your complaint to an independent external adjudicator. We will tell you who this is and how to contact them when we send our final response.
• 16.5 If your complaint concerns how we have handled your personal data, you may also contact our Data Protection Officer at privacy@thetasleep.com or the Information Commissioner's Office.
• 16.6 We would like the opportunity to resolve any concern before you take formal legal action, and we encourage you to contact us first. Nothing in this clause 16 affects your right to bring legal proceedings.

17. Suspension and termination

• 17.1 You may stop using the Platform and the Service at any time and for any reason.
• 17.2 Suspension. We may suspend your access to the Platform or to parts of the Service where we reasonably believe you have breached these Terms, or where suspension is necessary to protect our staff, other patients, or the security of the Platform. Suspension of your Platform access does not by itself end your clinical care.
• 17.3 Termination for cause. We may end this Agreement, and your access to the Platform and the Service, where you have materially breached these Terms. We will give you written notice setting out our reasons and a reasonable opportunity to respond, unless the breach is serious — for example abuse of or threats towards our staff, unlawful use of the Platform, or fraud — in which case we may act immediately.
• 17.4 Where we end this Agreement under clause 17.3, any charges properly due under clause 8 remain payable, and any equipment must be returned in accordance with clause 6.11.
• 17.5 Effect of termination. On termination of this Agreement for any reason:
  • 17.5.1 the rights granted to you under these Terms will cease;
  • 17.5.2 you will no longer have access to the Platform; and
  • 17.5.3 you must cease all activities authorised by these Terms.
• 17.6 Ending your access to the Platform or the Service does not affect our professional and regulatory obligations to you, and clause 7.6 applies to any care in progress.
• 17.7 Your data after termination. We will continue to hold your records securely in accordance with our Privacy Notice and data protection law. Termination does not affect your rights under data protection law, including your right to request a copy of your records. To do so, contact privacy@thetasleep.com.
• 17.8 Clauses 10 (data, confidentiality and recordings), 11 (intellectual property), 13 (disclaimers and limitation of liability), 14 (indemnity), 16 (complaints), 17 (suspension and termination), and 18 (general and legal) survive termination of this Agreement, together with any other provision intended to survive.

18. General and legal

• 18.1 Theta Sleep is registered with and regulated by the Care Quality Commission ("CQC") in England. Details of our registration can be found on the CQC website. Our services are delivered remotely to patients across the UK. We have confirmed with the relevant healthcare regulators in Scotland, Wales and Northern Ireland that separate registration is not required for the delivery of fully remote care.
• 18.2 Governing law and jurisdiction. These Terms, and the relationship between you and Theta Sleep, are governed by the laws of England and Wales, and you and we agree to submit to the jurisdiction of the English courts. If you are resident in Scotland or Northern Ireland, you may also bring proceedings in the courts of the nation in which you live, and nothing in these Terms deprives you of the protection of any mandatory consumer law applying where you live. Theta Sleep may seek injunctive relief in any jurisdiction to protect its rights under these Terms.
• 18.3 Entire agreement. These Terms constitute the entire agreement between you and Theta Sleep in relation to your use of the Service and the Platform, and replace any previous agreements or previous versions of these Terms. This clause does not exclude or limit: any information we are required by law to give you before you enter into this Agreement; our complaints procedure; the separate terms applying to any other service you receive from us; or any liability for fraud or fraudulent misrepresentation.
• 18.4 Severance. If any provision or part of a provision of these Terms is found to be invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the provision or part-provision will be deemed deleted. This will not affect the validity or enforceability of the remaining provisions.
• 18.5 Waiver. Any failure or delay by Theta Sleep in exercising or enforcing a right or provision of these Terms is not a waiver of that right or provision.
• 18.6 Assignment. You may not assign this Agreement. Theta Sleep may assign this Agreement without your consent to a successor, including by way of merger, acquisition, sale of assets, or operation of law, provided that the assignment does not reduce your rights under these Terms and that the successor is appropriately registered and regulated to deliver the care. Your records will transfer in accordance with our Privacy Notice, and we will notify you.
• 18.7 Subcontracting. Theta Sleep may use a subcontractor or other third party to perform its duties under this Agreement, and remains responsible for all of its obligations under this Agreement.
• 18.8 Third party rights. This Agreement is between you and Theta Sleep. No other person has any right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999, except that clause 13.7 may be enforced by those it names.
• 18.9 Notices. Notices to you will be sent to the email address registered on your account, or through the Platform, and are deemed received on the day they are sent. Notices to us should be sent to help@thetasleep.com and are deemed received on the next working day.
• 18.10 No partnership or agency. Nothing in these Terms creates a partnership, joint venture or agency relationship between you and Theta Sleep.

Appendix 1: defined terms

Care Route: the route by which you access the Service, as set out in clause 3.1 — Self-Pay User, Insurer-Funded User, or NHS-Funded User.

Complaints Policy: the complaints procedure published on our website, referred to in clause 16.

CQC: the Care Quality Commission, the independent regulator of health and adult social care in England.

Data protection laws: the law of the United Kingdom, or of a part of the United Kingdom, which relates to the protection of personal data, including the UK GDPR and the Data Protection Act 2018.

Diagnostic Pathway: the bundled service described in clause 8.2.

Equipment: any device or hardware supplied to you by or on behalf of Theta Sleep for the purposes of a sleep study or treatment, as described in clause 6.11.

GMC: the General Medical Council, the independent organisation that regulates doctors in the UK.

GP: General Practitioner.

HCPC: the Health and Care Professions Council, which regulates allied health professionals in the UK.

Healthcare number: the unique number given to a patient to identify them in the public healthcare system of their nation. England and Wales use the NHS number, Scotland uses the Community Health Index (CHI) number, and Northern Ireland uses the Health and Care (H&C) number.

Insurer-Funded User: a User accessing the Service as described in clause 3.1.2.

NHS-Funded User: a User accessing the Service as described in clause 3.1.3.

NMC: the Nursing and Midwifery Council, which regulates nurses and midwives in the UK.

Platform: the web-based application that provides features for Users to facilitate the delivery of the Service.

Recording: an audio or audiovisual recording of a consultation, as described in clause 10.3.

Self-Pay User: a User accessing the Service as described in clause 3.1.1.

Service: the services offered by Theta Sleep as described in clauses 1.3, 4 and 8.2.

Theta Content: the content of the Platform and our website, as defined in clause 11.1.

Theta Sleep Clinician: an appropriately trained specialist healthcare professional engaged by Theta Sleep who is registered with the relevant UK professional regulator for their role, as described in clause 5.2.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

User: a person who has accepted these Terms and uses the Service or the Platform.