Access Health, Support and Care Licensing Terms and Conditions

Reference: HSC2026-2  

Date: 21/08/2026 

Applicable Products: Access Abacus, Access APFM, Access Core+, Access LG Finance, Access Mosaic, Access Oceano, Access Rio, Access Synergy

These Licensing Terms and Conditions form part of the Agreement between Access UK Ltd (“Access”) and the licensee (“Customer”) for the provision of the Licenced Programs.

1. Definitions

“Agreement” means the contract, framework call-off, purchase order, or other agreement pursuant to which the Customer has procured the Licensed Programs.

“Documentation” means the user manuals, technical documentation, online help files, and other materials provided by Access relating to the Licensed Programs, as updated from time to time.

“Licensed Programs” means the Access proprietary software for the Applicable Products as specified in the Agreement, including all updates, modifications, and new versions made generally available by Access.

“Permitted Configuration” means configuration of the Licensed Programs using the tools and methods specified in the Documentation.

“Schedule” means Schedule 1 to these Licencing Terms, which is appended to, forms part of, and is incorporated by reference into, these Licencing Terms.

“Warranted Environment Specification” means the minimum infrastructure specification requirements notified by Access from time to time for the operation of self-hosted Licensed Programs.

2. Licence

2.1. In consideration of and conditional upon the payment of the full payment of the fees due under the Agreement to Access (on the terms set out in the Agreement) Access grants Customer a non-exclusive, revocable, non-transferable right, without the right to grant sub-licences, to use the Licenced Products. Such right shall commence on the provision of the Licenced Products and shall continue for the Agreement’s term.

2.2. The Customer shall use the Licensed Programs only in accordance with the usage parameters and restrictions specified in the Agreement and the Documentation.

2.3. Access reserves the right to add, modify, and discontinue features of the Licensed Programs. In relation to any material feature changes, Access will use commercially reasonable efforts to provide reasonable notice, except where changes are required to address security issues, legal compliance, or are economically or technically necessary.

2.4. Access reserves the right, at its discretion, to remotely access the Licenced Programs’ systems and conduct audits to assess whether the Customer's use of the Licensed Programs exceeds any applicable usage thresholds provided for in the Agreement.

2.5. Access shall supply the Licensed Programs in accordance with the Service Level Agreement as specified within the Agreement.

3. Restrictions on Use

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

(a) modify, adapt, or create derivative works of the Licensed Programs, except through Permitted Configuration;

(b) reverse engineer, decompile, or disassemble the Licensed Programs, except to the extent such restriction is prohibited by applicable law;

(c) remove or alter any proprietary notices on the Licensed Programs or Documentation;

(d) access the Licensed Programs to build a competing product or service;

(e) directly access, modify, or delete data in the underlying databases except through the user interface or documented APIs;

(f) circumvent any security, access controls, or usage rules embedded in the Licensed Programs.

4. Third Party Access

4.1. Unless the Agreement explicitly provides otherwise, the Customer shall not share or make available the Licensed Programs to any third party without Access's prior written consent, such consent not to be unreasonably withheld or delayed.

4.2. To the extent the Agreement or Access permits access pursuant to Clause 4.1, the Customer may share access to the Licensed Programs with: (i) other local authorities or public sector organisations for shared services or integrated service delivery; (ii) shared service providers operating on behalf of local authority or public sector bodies; and (iii) third parties to whom the Customer has lawfully outsourced services, provided such third parties agree to comply with these restrictions. The Customer shall notify Access of such sharing arrangements.

5. Intellectual Property

5.1. Access and its licensors retain all right, title, and interest in and to the Licensed Programs, including without limitation all intellectual property rights therein. This includes all modifications, enhancements, upgrades, customisations, configurations, derivative works, and any other changes to the Licensed Programs, whether made by Access, the Customer, or any third party. The Customer acquires only the limited licence rights expressly granted in the Agreement, and no other rights are granted by implication or otherwise.

6. Configuration

6.1. The Customer may configure the Licensed Programs to the extent specified in the Documentation and the Agreement as Permitted Configuration.

6.2. The Customer is responsible for the accuracy and appropriateness of any configuration it performs. Access's support obligations do not extend to issues arising from Customer’s configuration choices which are inconsistent with the Documentation or Access’ recommendations.

7. Self-Hosted Customers

This Clause 7 applies only where the Customer hosts the Licensed Programs on its own or third-party infrastructure (i.e. not Access-hosted SaaS).

7.1. The Customer is permitted to make such copies of the Licenced Programs as reasonably required for the purposes of bona fide operational purposes, security and backup only and shall ensure that such copies are marked as proprietary to, copyright of, and licensed by Access.

7.2. The Customer shall not make any other copies of the Licenced Programs or Documentation other than for usage parameters and restrictions specified in the Agreement and the Documentation without Access’ written permission.

7.3. The Customer shall ensure that its infrastructure meets or exceeds the Warranted Environment Specification. Access's support obligations and any performance warranties are conditional upon the Customer maintaining the Warranted Environment Specification.

7.4. The Customer is responsible for the provision, maintenance, and security of its own infrastructure, including servers, networks, operating systems, and connectivity. Access shall not be liable for any degradation in performance, functionality, or availability of the Licensed Programs to the extent caused by the Customer's failure to maintain the Warranted Environment Specification.

7.5. Access shall make upgrades, updates, and new releases of the Licensed Programs available to the Customer in accordance with the Agreement.

7.6. Installation of upgrades, updates, or new releases on Customer-hosted infrastructure may be subject to additional charges as set out in the Agreement or as otherwise agreed between the parties.

7.7. The Customer shall, in accordance with good industry practice:

(a) implement and maintain appropriate measures to prevent the introduction of viruses, malware, or other harmful software into the Licensed Programs and associated systems;

(b) maintain current anti-virus and anti-malware protection on all systems used to access or host the Licensed Programs; and

(c) promptly notify Access of any security incident affecting the Licensed Programs.

7.8. Access reserves the right, on reasonable notice and during normal business hours, to audit the Customer's premises and systems to verify compliance with the licence terms, including verification of the Warranted Environment Specification and the number of copies of the Licensed Programs in use. The Customer shall provide reasonable cooperation with any such audit.

8. Customer Obligations

8.1. The Customer shall:

(a) use the Licensed Programs in compliance with applicable laws and regulations;

(b) ensure all authorised users comply with these Product Licensing Provisions;

(c) implement reasonable security measures and notify Access promptly of any security breach or unauthorised access;

(d) maintain accurate records demonstrating compliance with usage parameters and cooperate with any compliance audits conducted in accordance with the Agreement;

(e) ensure the security and confidentiality of all log-on identifiers, including usernames, passwords, or any other credentials assigned to, or created by, the Customer or any authorised user. The Customer acknowledges and agrees that it will be solely responsible for all activities that occur under such identifiers and shall promptly notify Access upon becoming aware of any unauthorised access to or use of any Licensed Programs; and

(f) where multi-factor authentication (“MFA”) is available for the Licensed Programs, ensure that MFA is enabled in accordance with Access's recommendations.

9. Critical Upgrades

9.1. The Customer acknowledges that Access may recommend updates to the Licensed Programs to reflect continual improvements to functionality, security, safety, and regulatory compliance. The Customer further acknowledges that some updates to the Licensed Programs may be critical to the security or functionality of the Licensed Programs and/or the personal data processed therein (“Critical Upgrade”). Where Access, acting reasonably, communicates to the Customer that a Critical Upgrade is required, the Customer agrees to proactively engage and implement such upgrade within the timeframe specified by Access.

9.2. If the Customer fails to implement a Critical Upgrade within the specified timeframe, the Customer acknowledges this may result in:

(a) limited technical support availability for the affected Licensed Programs; and

(b) increased vulnerability to security risks.

10. AI Features

10.1. Where any Licensed Program includes functionality that uses machine learning or other artificial intelligence (“AI Features”), the Customer's use of those AI Features is additionally subject to the AI Terms incorporated by reference into the Schedule.

10.2. The Customer's use of the Licensed Programs generally (including but not limited to any AI Features) is subject to the Acceptable Use Policy incorporated by reference into the Schedule.

10.3. Where the Customer is licensed to use agentic AI functionality referred to in clause 2 of Schedule 1, such use shall also be subject to the AI Fair Use Policy, which is incorporated into this Schedule by reference.

10.4. The Schedule is incorporated into, and forms part of, these Licencing Terms. As between the Schedule and the rest of these Licencing Terms, the Schedule shall prevail in relation to AI Features to the extent of any conflict; in all other respects, Clause 11.1 governs precedence as between these Licencing Terms and the Agreement.

10.5. Terms used in the Schedule and not defined in these Licencing Terms take the meaning given to them in the Schedule. Unless the context in the Schedule requires otherwise: “Products and Services” means the Licensed Programs; the “Agreement” mean these Licencing Terms and the wider Agreement of which they form part; and “you”, “your”, “we”, “us” and “our” correspond respectively to the Customer and Access as those terms are used in these Licencing Terms.

10.6. The AI Terms, Acceptable Use Policy and AI Fair Use Policy are incorporated by reference to the versions Access publishes at the URLs in the Schedule.

11. General

11.1. These Licencing Terms and Conditions, together with the Schedule, are incorporated into the Agreement. In the event of conflict between these Licencing Terms and the rest of the Agreement, these Licencing Terms and Conditions prevail, subject to Clause 10.4 in relation to AI Features.

11.2. These Licencing Terms and Conditions supersede all prior product-specific licensing terms applicable to the Licensed Programs.

 

SCHEDULE 1

 

AI Terms, Acceptable Use Policy and AI Fair Use Policy

This Schedule sets out how the AI Terms, the Acceptable Use Policy and the AI Fair Use Policy referred to in Clause 10 of these Licencing Terms apply to the Licensed Programs. Defined terms used in this Schedule and not otherwise defined below are to be interpreted in accordance with Clause 10.5 above.

1. Incorporation by Reference

The following policies, in the form published by Access at the addresses below (as amended by Access from time to time in accordance with their own terms), are incorporated by reference into, and form part of, these Licencing Terms:

A.       AI Terms

B.       Acceptable Use Policy

C.       AI Fair Use Policy