Terms of use

In these Terms of use, the following words and expressions shall bear the following meanings unless the context otherwise requires:

"Agreement" means this Terms of use agreement;

"Commencement Date" means the date on which the service is made available by NHS England for use by the User, as agreed between the parties;

"End User" means a member of the HR staff of the NHS organisation that will use the Service;

"API" is an extension programme that allows an administrator to automatically populate a passport using information from other workforce IT systems, e.g. Electronic Staff Record (ESR), applicant tracking, learning management and occupational health systems;

"Intellectual Property" means any and all intellectual property rights anywhere in the world, including (without limitation) patents, rights in patentable inventions, registered designs, unregistered design rights, copyrights. Database rights, trademarks, trade names, logos, trade secrets and know-how, moral rights, applications for any of the above and the right to make applications therefore; which, in each case, exist now or at any time in the future, whether registerable or otherwise;

"Materials" means user manuals and another documentation supplied by NHS England to the User relating to the service including any made available online;

"NHS" means the National Health Service (in England);

"NHS organisation" means an NHS Trust or NHS Foundation Trust in England;

"Operating Environment" means the operating environment (including hardware, networking facilities and peripherals) within which the service is capable of being run;

"Party" means NHS England and/or the User;

"Service" means NHS England's software application (in object code form) known as the Digital Staff Passport, which is accessed via the internet and mobile devices, and which is used to manage staff movement data made available via the Service;

"User" means the NHS organisation to which this Agreement is addressed and who accepts the terms of this Agreement;

"Website" means the Digital Staff Passport portals maintained by NHS England.

In this Agreement, unless the context requires otherwise:

Headings are for convenience only and shall not affect interpretation;

The singular shall include the plural and vice-versa;

References to any statute or other regulation shall include any amendment, extension, consolidation, re-enactment or replacement of such statute or regulation and any subordinate legislation made under it;

References to Clauses are to Clauses in this Agreement.

2.1 NHS England hereby grants the user a non-exclusive, non-transferable licence to use the Service and Material. No right to sub-license is granted to the User.

2.2 Upgrades to the Service will be provided to the User in accordance with this Agreement; Service upgrades will be automatically applied.

2.3 The User acknowledges and agrees that it shall be solely responsible for obtaining any and all licences or other permissions that may be required in respect of other software, hardware, or other computer or telecommunications equipment other than the Service notwithstanding that any of the same may be used by the User in conjunction with the Service.

2.4 Save as expressly set out in this Agreement, the User is not permitted:

2.4.1 To make copies of the whole or any part of the Service or any and all Materials relating thereto other than as permitted by law;

2.4.2 To rent, lease, sub-license or loan the whole or any part of the Service or any and all Materials relating thereto except and to extent previously permitted in writing NHS England;

2.4.3 To use, reproduce or deal in the Service and/or any and all Materials relating thereto in any way;

2.4.4 To alter, remove, obscure, conceal or otherwise interfere with any markings on or written in the Service or Materials which refers to NHS England, or in any way to interfere with any other copyright notices;

2.4.5 To reverse engineer, disassemble, reverse translate, or in any way decode the Service or any copy or part of it in order to derive any source code, save only as is permitted by applicable law.

3.1 NHS England shall use reasonable endeavours to provide the Service in a professional manner using all reasonable skill and care and shall use reasonable endeavours to comply with all applicable laws and regulations from time to time.

3.2 NHS England shall not be liable for any breach, non-performance or delay of performance of its obligations under this Agreement to the extent NHS England is unable to comply with or perform the same because of (whether directly or indirectly) the User's delay in performance, breach of this Agreement and/or negligent acts and/or omissions.

3.3 NHS England shall provide the Services on a non-exclusive basis.

4.1 The User shall cooperate with NHS England and provide such assistance and information as NHS England shall reasonably require to enable NHS England to provide the Service. The User shall ensure that such information is accurate and up to date in all material aspects.

4.3 The User shall at all times keep their login details secure and shall not share them with any other person or cause or allow another person or application to access their account with their login details.

4.4 The User shall not circumvent any restrictions or security measures designed to control access to services.

4.5 The User shall be responsible for all activity in their account accessed with their login details.

4.6 The User shall immediately inform NHS England if they have reason to believe that their account has been accessed without authorisation, or that their login details have been disclosed.

4.7 Unless otherwise agreed by the Parties, the User shall use the terms and conditions as provided as part of the Service when using the Digital Staff Passport to share employees with another NHS organisation.

5.1 NHS England shall endeavour to ensure that the Service is accessible by the User at all reasonable times. The User acknowledges and agrees that the Service may not be available from time to time due to maintenance (scheduled and unscheduled), repairs and updates carried out as part of maintenance services by NHS England or third parties and that NHS England shall have no liability for such unavailability.

5.2 The User acknowledges that the Service will not be error free and agrees that the existence of errors of whatever nature shall not constitute a breach hereof.

5.3 NHS England does not make and hereby excludes to the fullest extent permitted by law all warranties and liabilities whether expressed or implied relating to:

5.3.1 The Service, including without limitation any warranty of merchantability or fitness for any particular purpose notwithstanding that such purpose may have been known or become known to NHS England;

5.3.2. The performance of its obligations under this Agreement;

5.3.3 Arising whether in contract or tort or delict or otherwise by law.

5.4 NHS England shall have no liability where failure of the Service and/or website is due directly or indirectly to the User's negligence or fault and/or the User's failure to follow the instructions provided by NHS England or as otherwise detailed in the materials.

5.5 It is the User's responsibility to test, for computer viruses (of whatever description) its own information systems and networks, and the User agrees that it shall not hold NHS England responsible for any damage caused from any such virus.

5.6 NHS England expressly excludes liability for all consequential and indirect loss or damage including without limitation, loss of use, interruption of business, loss of profits, business or opportunity, the cost of substitute goods or services or expenditure, investment or other commitments made in connection with the business contemplated by this Agreement, corruption of the User's hardware regardless of the form of action whether in contract, tort or delict, strict product liability or otherwise, even if NHS England has been advised of the possibility of such a loss.

5.7 NHS England does not exclude liability for death or personal injury to the extent only that the same arises as a result of the negligence of NHS England, its employees, agents or authorised representatives.

6.1 The User acknowledges and agrees that any and all Intellectual Property in the Services or Materials provided by NHS England or developed through the performance of NHS England's obligations under this Agreement is and shall be the sole property of NHS England (NHS England's licensors as applicable).

6.2 The User acknowledges that, where NHS England does not own the Intellectual Property in some part of the Materials or Service, the User's use such Materials or Services is conditional on NHS England obtaining a written licence (or sub-licence) from the relevant licensor or licensors.

7.1 Neither party shall have any liability to the other party under this Agreement if it is prevented from or delayed in performing its obligations under this agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving its own workforce or another party), failure or disruption of a utility service or server farm operator, or upstream bandwidth provider, or denial of service attack, or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, catastrophic system failure, breakdown of plant or machinery, fire, flood, storm, pandemic or default of suppliers or sub-contractors.

8.1 This Agreement constitutes the entire agreement and understanding between the parties regarding its subject matter (excepting any prior confidentiality or non-disclosure agreement which shall continue in accordance with its terms) and none of its provisions may be modified or varied in any way unless agreed in writing between the parties.

8.2 Any omission by either party to exercise any available right shall not be interpreted as a waiver of it nor of any future right.

8.3 If any provision of this Agreement is declared to be void or unenforceable by any judicial or administrative authority in any jurisdiction, such provision will be deemed to be severable and the remaining provisions of this Agreement shall remain in full force and effect.

8.4 All formal notices required under this Agreement shall be sent by email and confirming letter or by recorded delivery (or its equivalent) posted within 24 hours of such fax to the address of the party in question as stated above (or as otherwise notified) and shall be deemed to have been received thirty-six (36) hours after the time of dispatch of the letter.

8.5 NHS England may assign the benefit and/or the burden of the Agreement at any time without the prior written consent of the User. For the avoidance of doubt, NHS England shall be entitled to sub-contract its obligations under this Agreement at any time without the consent of the User. The User acknowledges and agrees that it shall not assign the benefit and/or burden of the Agreement without the prior written consent of NHS England.

8.6 A HR administrator may use an API to extract data directly out of other workforce systems to assist population of information into the Digital Staff Passport. By acceptance of the Agreement, the Data Controller is giving permission for this data to flow between its workforce IT systems. This will only be feasible for an administrator who has access to the passport system and sufficient permissions to connect it to their other workforce IT systems.

9.1 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement. This Agreement is made solely for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person.

10.1 The parties hereby agree that this Agreement shall be construed in accordance with and governed by English Law and both parties hereto hereby agree to submit to the non-exclusive jurisdiction of the English Courts in all matters pertaining hereto.

11.1 A User uses information about health professionals to:

• issue various credentials related to employment checks to a health professional where the User is acting as the current employer so the health professional can work at host organisation
• verify various credentials related to employment checks presented by a health professional where the User is acting as a host organisation

11.2 NHS England also uses information as follows:

NHS England gives end users secure access to their own employment check information through a service account and provides support and service improvements.

From time to time, NHS England sends you service announcements, which are part of the service.

NHS England may collect aggregated and anonymised usage statistics for the purpose of providing reports.

The Service uses cookies stored in your web browser, which are required for the correct operation of the site. Cookies do not themselves contain any personally identifiable information.

Your information may also be disclosed on instruction by a court or competent authority.

The information you provide is not used for any automated decision-making.

Data will be processed in accordance with the Data Protection Agreement agreed between the Parties. By using the Service, you agree that we can collect and process personal data about you and your use of the Service. This is for legitimate purposes of administration of a user account, audit and as part of our efforts to keep the Service operational and secure.

Where we would like to further analyse or process your personal data and how you are using the Service, we will seek your consent.

12.1 Staff information is stored securely on servers based in Microsoft's Azure data centres located in UK and Europe.

12.2 End-users are responsible for keeping their usernames and passwords secure and not sharing them with anyone else.

13.1 The Parties are subject to data protection law in the UK.

13.2 Before use of the Service, Users must carry out and confirm to NHS England that they have carried out a Data Protection Impact Assessment.

13.3 NHS England and the User will carry out data processing in accordance with the Data Processing Agreement agreed between the Parties and in accordance with all relevant laws.