CGTG Ltd, trading as Lea Medicare
Version 1.0 | Effective Date: 1 April 2026
These Terms of Business (“Terms”) govern the use of the Lea Medicare Smart EMR platform and related services (“Services”) provided by CGTG Ltd, trading as Lea Medicare, a company registered in England and Wales under company number 11529985, whose registered office is at 1 Concourse Way, Sheffield, South Yorkshire S1 2BJ, United Kingdom (“Lea Medicare”, “we”, “us”, or “our”).
By signing an Order Form, accessing, or using the Services, the customer (“Client”, “you”, or “your”) agrees to be bound by these Terms, together with any Order Form, Data Processing Agreement, and supplemental policies referenced herein (collectively, the “Agreement”).
1. Definitions
In these Terms, the following capitalised terms have the meanings set out below:
“Affiliate” means, in relation to a party, any entity that controls, is controlled by, or is under common control with that party.
“Authorised Users” means the Client’s employees, contractors, and agents who are authorised by the Client to access and use the Services.
“Business Day” means any day other than a Saturday, Sunday, or public holiday in England.
“Client Data” means all data, content, and information (including patient data) uploaded to, generated through, or processed by the Services on behalf of the Client.
“Confidential Information” means all non-public information disclosed by one party to the other that is marked as confidential or would reasonably be considered confidential in the circumstances.
“DPA” means the Data Processing Agreement entered into between the parties setting out the terms on which Lea Medicare processes personal data on behalf of the Client.
“Fees” means the fees payable by the Client for the Services, as set out in the applicable Order Form.
“Order Form” means a document signed by both parties setting out the specific Services, commercial terms, term, and pricing applicable to the Client.
“Services” means the Lea Medicare Smart EMR platform and any related products, modules, features, or support services described in an Order Form.
2. The Services
Lea Medicare provides a cloud-based Smart Electronic Medical Records (EMR) platform designed for healthcare providers, incorporating clinical documentation, AI-assisted tools, e-prescribing, laboratory and imaging integration, billing, and related features. The specific modules and features licensed to the Client are set out in the applicable Order Form.
Lea Medicare may, from time to time and at its sole discretion, update, enhance, or modify the Services. Lea Medicare will use reasonable efforts not to materially reduce the functionality of the Services during the term of the Client’s Order Form.
3. Accounts and Authorised Users
Access to the Services is provided to Authorised Users via individual user accounts. The Client is responsible for:
· Ensuring that Authorised Users comply with these Terms and any applicable Acceptable Use Policy.
· Keeping login credentials confidential and implementing two-factor authentication where required by Lea Medicare.
· Promptly notifying Lea Medicare of any suspected unauthorised access, compromise of credentials, or security incident affecting the Services.
· All acts and omissions of its Authorised Users in connection with the Services.
4. Licence Grant
Subject to the Client’s compliance with these Terms and payment of the applicable Fees, Lea Medicare grants the Client a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services for the Client’s internal healthcare operations during the term of the applicable Order Form.
The Client shall not, and shall not permit any third party to: (a) copy, modify, translate, or create derivative works of the Services; (b) reverse engineer, decompile, or disassemble the Services except to the extent permitted by law; (c) resell, rent, lease, sublicense, or otherwise commercially exploit the Services; (d) use the Services to develop a competing product; or (e) remove or alter any proprietary notices.
5. Acceptable Use
The Client and its Authorised Users shall not use the Services to:
· Upload or transmit any content that is unlawful, infringing, defamatory, obscene, or otherwise harmful.
· Store or process data for which the Client does not have the necessary rights, consents, or authorisations.
· Interfere with or disrupt the integrity, security, or performance of the Services or the data contained within them.
· Attempt to gain unauthorised access to the Services, other customer accounts, or Lea Medicare systems.
· Transmit any viruses, malware, or other malicious code.
· Use automated tools (such as bots or scrapers) to access or extract data from the Services except as expressly authorised.
· Use the Services in violation of any applicable laws or regulations, including those relating to healthcare, data protection, and export controls.
6. Fees and Payment
Fees are set out in the applicable Order Form and are, unless otherwise stated, payable in United States Dollars (USD). Invoices are issued in accordance with the billing schedule specified in the Order Form and are due for payment within fourteen (14) days of the invoice date, unless otherwise agreed in writing.
All Fees are exclusive of taxes, duties, and bank charges, which shall be borne by the Client. Late payments may attract interest at the rate of four percent (4%) per annum above the Bank of England base rate. Lea Medicare reserves the right to suspend access to the Services for non-payment of Fees more than thirty (30) days overdue, subject to prior written notice.
Lea Medicare may review Fees on an annual basis. Any change to Fees will be notified to the Client at least sixty (60) days in advance and will take effect from the next renewal period.
7. Client Data and Data Protection
As between the parties, the Client retains all right, title, and interest in and to Client Data. The Client grants Lea Medicare a limited, non-exclusive licence to host, copy, transmit, and process Client Data solely to the extent necessary to provide the Services.
Where Lea Medicare processes personal data on behalf of the Client, it does so as a data processor in accordance with the Data Processing Agreement (DPA) entered into between the parties. The DPA forms an integral part of these Terms.
The Client represents and warrants that it has obtained all necessary consents, authorisations, and legal bases required to provide Client Data to Lea Medicare and to permit Lea Medicare to process such data in accordance with the Agreement.
8. Confidentiality
Each party agrees to keep confidential all Confidential Information received from the other party and to use such information only for the purposes of performing its obligations or exercising its rights under the Agreement. This obligation shall continue for a period of three (3) years after the termination of the Agreement.
The confidentiality obligations shall not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was lawfully known to the receiving party prior to disclosure; (c) is
independently developed without reference to the Confidential Information; or (d) is required to be disclosed by law, regulation, or court order.
9. Intellectual Property
Lea Medicare retains all right, title, and interest in and to the Services, including all software, interfaces, documentation, methodologies, know-how, and any enhancements, modifications, or bespoke modules developed in connection with the Services. No rights are granted to the Client other than the licence expressly set out in these Terms or an applicable Order Form.
Any feedback, suggestions, or improvement ideas provided by the Client may be incorporated into the Services by Lea Medicare without restriction, obligation, or attribution.
10. Service Levels and Support
Lea Medicare will provide the Services with reasonable skill and care and in accordance with the service levels set out in the applicable Order Form or Service Level Agreement. Standard technical support is available twenty-four hours a day, seven days a week (24/7) via the support channels notified to the Client from time to time.
11. Security
Lea Medicare implements appropriate technical and organisational measures to protect Client Data, including but not limited to: encryption of data in transit and at rest; role-based access controls; two-factor authentication for user accounts; routine backups; and hosting on secure, enterprise-grade cloud infrastructure. Further details of Lea Medicare’s security measures are set out in the DPA.
12. Warranties and Disclaimers
Lea Medicare warrants that it will perform the Services with reasonable skill and care and in accordance with generally accepted industry standards.
Except as expressly set out in the Agreement, the Services are provided “as is” and Lea Medicare disclaims all other warranties, conditions, and representations, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.
The Services are intended to support, not replace, the professional judgement of qualified healthcare practitioners. The Client is solely responsible for all clinical decisions made in connection with its use of the Services.
13. Limitation of Liability
To the maximum extent permitted by law, neither party shall be liable to the other for any indirect, consequential, incidental, special, or punitive damages, or for any loss of profit, revenue, data, goodwill, or anticipated savings, arising out of or in connection with the Agreement.
Each party’s aggregate liability to the other under or in connection with the Agreement shall not exceed the total Fees paid or payable by the Client to Lea Medicare in the twelve (12) months immediately preceding the event giving rise to the claim.
Nothing in the Agreement shall limit or exclude the liability of either party for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded under applicable law.
14. Indemnity
The Client shall indemnify and hold Lea Medicare harmless against all claims, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Client’s or its Authorised Users’ breach of these Terms or the Acceptable Use provisions; (b) the Client Data, including any claim that the Client Data infringes a third party’s rights; or (c) the Client’s use of the Services in violation of applicable law.
15. Suspension and Termination
Lea Medicare may suspend the Client’s access to the Services, in whole or in part, on written notice where: (a) the Client fails to pay undisputed Fees more than thirty (30) days after the due date; (b) the Client is in material breach of the Agreement; or (c) continued provision of the Services would pose a security or legal risk to Lea Medicare or other customers.
Either party may terminate the Agreement immediately by written notice if the other party: (a) commits a material breach that is not remedied within thirty (30) days of written notice; or (b) becomes insolvent, enters administration, liquidation, or any similar insolvency proceedings.
Termination rights specific to a particular engagement (including for convenience) are set out in the applicable Order Form.
On termination, the Client’s licence to use the Services shall end immediately. Lea Medicare will, at the Client’s request and during a reasonable period after termination, provide reasonable assistance in enabling the Client to export its Client Data in a commonly used format.
16. Changes to Services and Terms
Lea Medicare may update these Terms from time to time to reflect changes in the Services, legal requirements, or business practices. Material changes will be notified to the Client with at least thirty (30) days’ written notice, and will take effect at the next renewal period unless the change is required to comply with applicable law.
17. Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under the Agreement (other than obligations to pay money) to the extent such delay or failure is caused by an event beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, civil unrest, strikes, widespread internet or telecommunications outages, or acts of government. The affected party shall use reasonable efforts to mitigate the impact of the event and resume performance as soon as reasonably practicable.
18. General
18.1 Order of Precedence.
In the event of conflict between these Terms, an Order Form, and the DPA, the order of precedence shall be: (1) the DPA in respect of personal data processing matters; (2) the Order Form; (3) these Terms.
18.2 Entire Agreement.
The Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, proposals, and understandings, whether written or oral.
18.3 Assignment.
The Client shall not assign, transfer, or sub-contract its rights or obligations under the Agreement without Lea Medicare’s prior written consent. Lea Medicare may assign or transfer the Agreement to an Affiliate or in connection with a merger, acquisition, or sale of assets.
18.4 Notices.
Notices under the Agreement shall be in writing and sent to the address of the receiving party set out in the Order Form or to such other address as notified in writing. Notices to Lea Medicare shall be sent to chengi@leamedicare.com with a copy to the registered office.
18.5 No Partnership.
Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership, joint venture, agency, or employment relationship between the parties.
18.6 Severability.
If any provision of the Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
18.7 Third-Party Rights.
A person who is not a party to the Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.
18.8 Waiver.
No failure or delay by a party to exercise any right or remedy shall constitute a waiver of that or any other right or remedy.
19. Governing Law and Jurisdiction
The Agreement and any dispute or claim arising out of or in connection with it 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.
20. Contact
For any questions regarding these Terms, please contact:
CGTG Ltd (trading as Lea Medicare)
1 Concourse Way, Sheffield, South Yorkshire S1 2BJ, United Kingdom
Company Number: 11529985
Email: chengi@leamedicare.com
Website: www.leamedicare.com