Commissioners' Page - DadPad | The Essential Guide for New Dads | Support Guide for New Dads - DadPad | The Essential Guide for New Dads

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Please click here to access DadPad’s Assets and Materials Brochure.

DadPad App Software Licence Agreement (“the Licence”) Terms & Conditions:

Set out below are the current Terms & Conditions referred to in Clause 6.1 and Clause 14 of the Order Form that you will have been sent as part of your order for a DadPad app licence.

1. Background

We are Inspire Cornwall CIC, a Community Interest Company incorporated in England and Wales. We have put together a type of online “essential guide” for new dads, developed in conjunction with the NHS, to equip new dads and their families with knowledge and practical skills to support their partners and new babies for the best possible start in life, which is delivered via our Software known as “DadPad® ”, which is web and App based.
By your signature as Licensee, you accept the terms set out in this Licence agreement, on behalf of the organisation that has been identified as the Licensee on the Front Sheet, as a legally binding contract with us. You also represent and warrant that you have all the necessary capacity and authority to enter into this Licence Agreement on behalf of the Licensee. If you do not have such capacity or authority or do not wish to accept this Licence Agreement, you must not access the Services and/or stop using it. We will refer to both the Licensee and the Paying Entity as you/your.
In the event that a different entity (not the Licensee) will be responsible for payment of the Fees, such entity will be a Party to this Agreement for that purpose and referred to as the Payer. By your signature as Payer, you accept the terms of payment applicable to you under this Agreement as a legally binding contract with us. The rights granted under this Agreement will not extend to the Payer, unless otherwise agreed and stated in the Key Licence Details Schedule. The Licensee will remain the entity that will be using the Software under the terms of this Agreement.

Definitions and Interpretations

In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

1. Agreement means this software licence agreement and includes the party details (as set out at the start of this Agreement), Key Licence Details Schedule, any other schedules to it and the terms and conditions included in this Agreement.
2. Application/App means any application or software that allows you to access the Software.
3. Authorised Users means those employees, agents and independent contractors who are allowed by you to use the Software and access the Support Services (in line with the restrictions and obligations in this Agreement and the Software EULA).
4. Bug means something in the Software’s code that causes the Software not to work as it was intended to. If the system functions as intended, it will therefore not be considered a bug.
5. Business Day/s refers to any day other than a Saturday, Sunday or public holiday in England when banks in London are generally open for business.
6. Collaborative Content refers to content that is jointly authored by you and us, and is specifically intended for inclusion in the Resources section of the App, designed to be accessible to all Authorised Users and End Users on final approval, with the IP belonging to the Licensor.
7. Commencement Date means the date on which the App is first made publicly available to End Users/ “go-live” date, as notified to you by us in writing.
8. Confidential Information means all data or information (whether in oral, written, or electronic form) relating to either party’s business, technology, know-how, or Intellectual Property Rights which may reasonably be considered to be confidential in nature and shared with the other Party in the course of this Agreement; any manuals and user guides relating to the Software, all information relating to pricing terms, all passwords and access details, any flaws in the services, whether marked as confidential or not.
9. Customisation Services means the amendment and updating of certain information related to the Software specific to you, as set out and agreed on the Order Form and/or in the Key Licence Details.
10. DadPad® means the Software known as the DadPad®, licensed to you under this Agreement.
11. Data Protection Laws means any data protection and privacy laws that apply in the United Kingdom, including: (a) the UK GDPR, which is defined in section 3(10) of the Data Protection Act 2018, and modified by section 205(4); (b) the Data Protection Act 2018; (c) the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426), and any changes, replacements or updates to them over time. Personal Data and processing will have the same meanings as in the UK GDPR.
12. Devices any kind of hardware that can access and run the Software, such as but not limited to desktop computers, laptops, servers, smartphones, tablets, and other computing or electronic devices.
13. Documentation means any manuals and/or other technical documentation that describe the operation of, and how to use the Software, supplied and licensed by us to you from time to time.
14. DTAC Criteria the latest version of the Digital Technology Assessment Criteria issued by NHS England for health and social care professionals.
15. Effective Date means the date on which this agreement is signed by both parties and becomes legally binding and when initial payment is received of the Fees.
16. End Users any individual or entity using the Software for the reason it was intended (including services or products provided by the Software). This includes young fathers and their families, the employees of the Licensee, Authorised Users, and any others using it as this Licence allows.
17. End User Terms/EULA the end user licence terms set out in Schedule 1, which the End User will have to agree to, to use the Software.
18. Enhancement refers to a modification or addition to the Software that improves its functionality, performance, or usability.
19. Fees mean the payments due from you (as either Licensee or Payer) to us for the Software as set out in the Key Licence Details.
20. FOIA means the Freedom of Information Act 2000 and any subordinate legislation made under that Act from time to time together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such legislation.
21. Incident refers to an event or unplanned interruption that causes the Software to deviate from its intended behaviour, affecting the quality of Service.
22. Intellectual Property Rights/IP means copyright, patents, rights in confidential information, know-how, trade secrets, trademarks, trade names, design rights, get-up, database rights, chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case:(a) whether registered or not;(b) including any applications to protect or register such rights;(c) including all renewals and extensions of such rights or applications;(d) whether vested, contingent or future; and wherever existing.
23. Key Licence Details means the information listed in the Key Licence Details Schedule at the beginning of this Agreement, which forms part of this Agreement.
24. Licensee Content refers to materials authored, identified or provided by the Licensee (excluding Collaborative Content), which may include updates, revisions, or additions to existing content within the Licensee’s specific App area. We will assist you in formatting and revising these materials before they are incorporated into the App as set out in clause 7. This content will exclusively be available to you.
25. Order Acceptance the date of written acceptance of the Order Form by you.
26. Order Form the Order Form agreed between us and you, as specified in the Key Licence Details.

Personal Data has the meaning given to it under the UK GDPR and essentially means any information that can be used to identify an individual (“Data Subject”) either directly or indirectly. This can include things like names, addresses, phone numbers, email addresses, IP addresses, location data, biometric data, and more. It also includes factors specific to the person’s identity.
Project Manager the individual designated by either of the Parties (as specified on the Front Sheet) who may be substituted by providing written notice to the other Parties, as required.
Resources refers to materials created or co-authored by us, including but not limited to new or updated ‘chapters’ of content that are specifically developed for the Resources section of the App. The Resources may be created independently by us or in collaboration with you or other third parties, to address specific country/county or other requirements, and will be incorporated into the Resources section accordingly and become our IP on incorporation.
Requests for Information means a request for information or an apparent request under the FOIA.
Scope of Use refers to the usage guidelines outlined in the Key Licence Details, specifying the intended manner in which you should use the Software.
Software means the object code form of the DadPad® software application, together with the related Documentation (where applicable), the Resources, Content and any Bug fixes, enhancements, or other modifications of the Software provided to you.
Specification means the functionality and performance specifications of the Software as at the Commencement Date and stipulated in the Key Licence Details.
Support Hours means Monday to Friday between 9am and 5pm, on Business Days in England.
Support Services means the related support services provided by us to you to assist you with any technical and/or advisory support in connection with your installation and/or use of the Software and/or Documentation as more specifically detailed in the Key Licence Details.
Term means the Initial Term together with any Renewal Period (if applicable), as specified in clause 4 below.
Territory means the geographical area known as the United Kingdom;
Virus means anything or Device (including any software, code, file, or programme) which may prevent, impair, or otherwise adversely affect the operation of any computer software, hardware, or network.
Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability.
References to statutes, regulations or other legislation or enactments referenced will be deemed to be references to that enactment as amended, supplemented, re-enacted, or replaced from time to time;
The words ‘include’, ‘including’ and any similar words or expressions will not limit the meaning of the words that come before them; and
Reference to writing or written includes e-mail but not any other form of electronic communication;

2. Intro

Definitions and interpretation

In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

Agreement means this software licence agreement and includes the party details (as set out at the start of this Agreement), Key Licence Details Schedule, any other schedules to it and the terms and conditions included in this Agreement.
Application/App means any application or software that allows you to access the Software.
Authorised Users means those employees, agents and independent contractors who are allowed by you to use the Software and access the Support Services (in line with the restrictions and obligations in this Agreement and the Software EULA).
Bug means something in the Software’s code that causes the Software not to work as it was intended to. If the system functions as intended, it will therefore not be considered a bug.
Business Day/s refers to any day other than a Saturday, Sunday or public holiday in England when banks in London are generally open for business.
Collaborative Content refers to content that is jointly authored by you and us, and is specifically intended for inclusion in the Resources section of the App, designed to be accessible to all Authorised Users and End Users on final approval, with the IP belonging to the Licensor.
Commencement Date means the date on which the App is first made publicly available to End Users/ “go-live” date, as notified to you by us in writing.
Confidential Information means all data or information (whether in oral, written, or electronic form) relating to either party’s business, technology, know-how, or Intellectual Property Rights which may reasonably be considered to be confidential in nature and shared with the other Party in the course of this Agreement; any manuals and user guides relating to the Software, all information relating to pricing terms, all passwords and access details, any flaws in the services, whether marked as confidential or not.
Customisation Services means the amendment and updating of certain information related to the Software specific to you, as set out and agreed on the Order Form and/or in the Key Licence Details.
DadPad® means the Software known as the DadPad®, licensed to you under this Agreement.
Data Protection Laws means any data protection and privacy laws that apply in the United Kingdom, including: (a) the UK GDPR, which is defined in section 3(10) of the Data Protection Act 2018, and modified by section 205(4); (b) the Data Protection Act 2018; (c) the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426), and any changes, replacements or updates to them over time. Personal Data and processing will have the same meanings as in the UK GDPR.
Devices any kind of hardware that can access and run the Software, such as but not limited to desktop computers, laptops, servers, smartphones, tablets, and other computing or electronic devices.
Documentation means any manuals and/or other technical documentation that describe the operation of, and how to use the Software, supplied and licensed by us to you from time to time.
DTAC Criteria the latest version of the Digital Technology Assessment Criteria issued by NHS England for health and social care professionals.
Effective Date means the date on which this agreement is signed by both parties and becomes legally binding and when initial payment is received of the Fees.
End Users any individual or entity using the Software for the reason it was intended (including services or products provided by the Software). This includes young fathers and their families, the employees of the Licensee, Authorised Users, and any others using it as this Licence allows.
End User Terms/EULA the end user licence terms set out in Schedule 1, which the End User will have to agree to, to use the Software.
Enhancement refers to a modification or addition to the Software that improves its functionality, performance, or usability.
Fees mean the payments due from you (as either Licensee or Payer) to us for the Software as set out in the Key Licence Details.
FOIA means the Freedom of Information Act 2000 and any subordinate legislation made under that Act from time to time together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such legislation.
Incident refers to an event or unplanned interruption that causes the Software to deviate from its intended behaviour, affecting the quality of Service.
Intellectual Property Rights/IP means copyright, patents, rights in confidential information, know-how, trade secrets, trademarks, trade names, design rights, get-up, database rights, chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case:(a) whether registered or not;(b) including any applications to protect or register such rights;(c) including all renewals and extensions of such rights or applications;(d) whether vested, contingent or future; and wherever existing.
Key Licence Details means the information listed in the Key Licence Details Schedule at the beginning of this Agreement, which forms part of this Agreement.
Licensee Content refers to materials authored, identified or provided by the Licensee (excluding Collaborative Content), which may include updates, revisions, or additions to existing content within the Licensee’s specific App area. We will assist you in formatting and revising these materials before they are incorporated into the App as set out in clause 7. This content will exclusively be available to you.
Order Acceptance the date of written acceptance of the Order Form by you.
Order Form the Order Form agreed between us and you, as specified in the Key Licence Details.
Personal Data has the meaning given to it under the UK GDPR and essentially means any information that can be used to identify an individual (“Data Subject”) either directly or indirectly. This can include things like names, addresses, phone numbers, email addresses, IP addresses, location data, biometric data, and more. It also includes factors specific to the person’s identity.
Project Manager the individual designated by either of the Parties (as specified on the Front Sheet) who may be substituted by providing written notice to the other Parties, as required.
Resources refers to materials created or co-authored by us, including but not limited to new or updated ‘chapters’ of content that are specifically developed for the Resources section of the App. The Resources may be created independently by us or in collaboration with you or other third parties, to address specific country/county or other requirements, and will be incorporated into the Resources section accordingly and become our IP on incorporation.
Requests for Information means a request for information or an apparent request under the FOIA.
Scope of Use refers to the usage guidelines outlined in the Key Licence Details, specifying the intended manner in which you should use the Software.
Software means the object code form of the DadPad® software application, together with the related Documentation (where applicable), the Resources, Content and any Bug fixes, enhancements, or other modifications of the Software provided to you.
Specification means the functionality and performance specifications of the Software as at the Commencement Date and stipulated in the Key Licence Details.
Support Hours means Monday to Friday between 9am and 5pm, on Business Days in England.
Support Services means the related support services provided by us to you to assist you with any technical and/or advisory support in connection with your installation and/or use of the Software and/or Documentation as more specifically detailed in the Key Licence Details.
Term means the Initial Term together with any Renewal Period (if applicable), as specified in clause 4 below.
Territory means the geographical area known as the United Kingdom;
Virus means anything or Device (including any software, code, file, or programme) which may prevent, impair, or otherwise adversely affect the operation of any computer software, hardware, or network.
Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability.
References to statutes, regulations or other legislation or enactments referenced will be deemed to be references to that enactment as amended, supplemented, re-enacted, or replaced from time to time;
The words ‘include’, ‘including’ and any similar words or expressions will not limit the meaning of the words that come before them; and
Reference to writing or written includes e-mail but not any other form of electronic communication;

3. Grant of License

Subject to the terms and conditions of this Agreement, we grant you a non-exclusive, non-transferable, non-assignable, sub-licensable, revocable right/license, (the “Licence”) to install the Software and use it on your Devices, and to use the Documentation, for the Term solely for the Scope of Use.
Please be aware that you do not own the Software but only the right to access it on the Devices you own or control, in line with any EULA’s (End User Licence Agreements) applicable to the Software, that are incorporated into this document by our reference to it.
You acknowledge that the Software will become inaccessible or unusable (“Time Out”) on expiry of the last Term if this Agreement is not renewed or a new agreement has not been put in place between the Parties prior to expiry of the Term or termination of this Agreement.
In the event of non-payment of the Fees, the Licence will be suspended and/or revoked.

4. Term

This Agreement will start on the Commencement Date and be in force for the Term set out in the Key Licence Details. It will automatically terminate, unless you give us 60 days’ prior written notice before the end of the Term that you intend to renew the Agreement, in which case we will enter negotiations regarding the commercial aspects and terms to enter a new agreement.
You acknowledge that certain services will be performed by us between the Effective Date and the Commencement Date. All such services are governed by the terms of this Agreement.
Between the Effective Date and Commencement Date, we will collaborate in good faith with each other to perform all the necessary pre-launch activities to prepare for the launch. You will provide reasonable assistance to us to achieve this launch.
Support and maintenance obligations will only start on the Commencement Date (if applicable).

5. Your Rights of Use

You may allow an unlimited number of Authorised Users to access the Software on your behalf as long as it is within the original purpose the Software was created for and the Scope of Use in the Territory. Any obligation on you to do, or to refrain from doing, any act or thing under this Licence will include an obligation on you to ensure that all Authorised Users also do, or refrain from doing, such act or thing.
Except as expressly allowed in this Agreement, you will not, and will not allow the Authorised Users to:
1. use the Software for a purpose outside the Scope of Use;
2. modify, translate, create derivative works, or copy the Software wholly or partially, except as permitted by this Agreement. You also can’t reproduce, publish, distribute, broadcast, transmit, adapt, store, sell, license, lease, rent, assign, transfer it, whether for profit or not. Essentially, you must not copy, alter, share, sell, or commercially exploit the Software outside of the Scope of Use;
3. reverse engineer, decompile, disassemble, or otherwise reduce the object code of the Software to source code form;
4. distribute, sublicence (except as allowed by this Agreement), assign, share, timeshare, sell, rent, lease, grant a security interest in, use for service bureau purposes, or otherwise transfer the Software or your right to use the Software under the Agreement;
5. remove or modify any copyright, trademark, or other proprietary notices of ours affixed to the media containing the Software or contained within the Software;
6. use the Software in any way not expressly authorised by this Agreement or which is unlawful;
7. access, store, distribute or transmit Viruses or any harmful or illegal material or malicious computer programming that may damage, detrimentally interfere with, secretively intercept, or expropriate any system, network, or data during the course of your use of the Software;
8. introduce or allow the introduction of any Virus or Vulnerability into our network and/or information systems;
9. assist third parties in obtaining access to the Software (and/or any Support Services) in a way not authorised by this Agreement;
10. copy the Documentation;
11. permit the Software (or any part) to become incorporated into any other program or service or to be combined or merged with any other program other than solely for the purpose of using the Software under this Licence and the Scope of Use;
12. use the Software in a way that facilitates or promotes any illegal activity including the use or sharing of content, which is illegal, defamatory, obscene, sexually explicit, malicious, discriminatory, violent, deceptive, or fraudulent, or infringing of any intellectual property or other right of any third party;
13. export or provide access to the Software from any country that requires a licence or other form of approval for its use, and you will be fully liable for any such exporting/use and indemnify us from any claims for such export/use;
14. other than for the specific purpose of the Licence granted here, share or make public any negative statement about how you find the Software, including things like its availability, functions, problems, or performance. This includes sharing this information through things like screenshots, pictures, or videos, whether it’s publicly or with a third party;
15. use the Software in ways that: (a) break any laws, especially ones about privacy and data protection in any relevant places; (b) go against and is in breach of this Licence Agreement;(c) disrupts, interfere with, disables or hinders the Software or any part of our operations, business, systems, or that of anyone else; (d) can harm or put anyone at risk/in danger; (e) infringes any Intellectual Property Rights; (f) gather, collect or harvest any information or data from any part of the Software or try to decode any transmissions to or from the servers;
16. use the Software to store, send, process or transmit any data that: (a) is illegal, obscene, indecent, threatening, harassing, racist, defamatory, or libellous; (b) could harm or endanger anyone, whether emotionally or physically; (c) can be seen as slander, intimidation or bullying; (d) contains any viruses, harmful codes, or malicious software, like malware, trojans, ransomware, or spyware;

provided that nothing in this Agreement excludes any of your rights under applicable law which cannot be excluded or limited by agreement.

3. The Software aims to work on multiple Devices but be aware that variations in screen sizes and processing power can affect how it operates, and it may not be fully compatible or perform optimally on every Device.

4. If an Authorised User sells or gives away a Device, such user agrees to remove the Software from the Device first and if the Authorised User loses a Device or it is stolen, to advise us within 24 hours so we may discontinue access to that Device.

5. You, (including any Authorised User) will immediately notify us if it comes to your knowledge that any Personal Data is shared or if any content of an inappropriate nature is published so that we can adopt appropriate measures to remove such content where possible.

6. Resources

The Resources are contained within the Software, and are collection of topic-appropriate advice, best practice and information from authoritative experts, and other contributors, which we keep under rolling review.
Although we use our best efforts to keep the Resources up-to-date, we do not guarantee that they will always be fully up-to-date or 100% accurate.

7. Customisation Services

We may incorporate the Licensee Content directly into your specific App (or may wholly or partially rewrite the Licensee Content with your approval).
We will provide a draft copy of the new Licensee Content to you for your approval, prior to incorporating it into the Software.
You will be limited in how much Licensee Content can be incorporated, in line with the Agreed Number of Customisations set out on the Key Licence Details. You will be responsible for the accuracy and completeness of the Licensee Content you provide and ensuring compliance with clause 7.5 below.
You hereby grant us an irrevocable, non-exclusive, and non-transferable right to use and modify the content in the Licensee Content for altering, updating, or enhancing the Software (at our sole discretion) and providing it to End Users. For clarity, we will own all Intellectual Property Rights in any new Resources or Content created by incorporating the Licensee Content, without any additional compensation to you.
You will ensure that the Licensee Content does not infringe any applicable laws, regulations or third-party rights (including material, which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third-party Intellectual Property Rights) (“Inappropriate Content”). We will have the right to review and approve the Licensee Content before it is incorporated into the Software, and the Licensee shall promptly remove or modify any content that the Licensor reasonably deems to be inappropriate or in violation of this clause. You will indemnify us and hold us harmless in full against all damages, losses and expenses arising as a result of any action or claim that the Licensee Content constitutes Inappropriate Content.
We may also, at our own discretion, decline or refuse to use Licensee Content which we deem to be inappropriate or incorrect. We will act reasonably at all times as far as this is concerned.
We will provide updates to the Licensee’s Project Manager, no less than four times a year, with:
- suggestions for new content, as it is developed;
- a summary of key analytics from the app;
- and any feedback received from End Users.
You will provide clear information on required amendments and additions to your existing DadPad® app content, including information on local services and contacts, and also to approve the final copy of the DadPad® app, by a date and time to be mutually agreed in advance.

8. Your Obligations

You will:
1. provide us with all necessary co-operation, information and data to perform our obligations;
2. provide us with timely decision-making as is necessary for us to perform our obligations under this Agreement;
3. ensure that any personnel and Authorised Users who have access to the Software are using the Software in accordance with the terms and conditions of this Agreement and fully alert any Authorised User of the restrictions agreed in this Agreement;
4. ensure that your network and systems comply with all relevant specifications provided by us in the Documentation or otherwise from time to time;
5. be responsible for obtaining, maintaining, and securing your own internet connection;
6. notify us immediately of any suspected or actual unauthorised use of the Software;
7. provide us with the details of the Authorised Users on request; and
8. ensure that the Authorised Users are not sharing any individual permissions between users. This means that the number of users of the Software (and any Support Services) will not exceed the number of agreed Authorised Users agreed on in this Agreement or as may be agreed in writing from time to time and also ensure we keep the Software and Managed Community Groups secure.
We will comply with the above obligations as reasonably required by you to perform our obligations under this Agreement.
We will not be liable for any delay or failure to provide the Software (or the Support Services) which arises as a result of a failure by you to comply with this clause.
Any reference to you in this agreement includes any Authorised User for whose actions you remain fully responsible.

9. Availability

We may give notice beforehand if there is scheduled maintenance. However, notice might not be possible if the Services go down due to emergencies or reasons beyond our control.
We will use reasonable endeavours to maintain at least 80% uptime, except for planned or emergency maintenance. If the Software experiences downtime beyond the minimum uptime percentage (excluding planned or emergency maintenance), appropriate measures chosen by us (such as pro-rata refunds or service credits equivalent to the downtime experienced in our discretion) will be considered to rectify the shortfall.
While we will make reasonable efforts to adhere to the minimum uptime percentage, occasional deviations from the specified uptime percentage, on their own, will not be a sole basis for you to terminate this Licence and uptime will not be considered of the essence for this Agreement.

10. Managed Community Groups

The Software includes access to managed/curated community groups, designed for dads to share experiences and seek support. Participation in these groups is strictly subject to acceptance of the stringent community guidelines (including use by Authorised Users) established by us. We retain the exclusive right to monitor, moderate, and manage the content shared within these groups, ensuring compliance with our guidelines.
You (including any Authorised User), will immediately notify us if it comes to your knowledge that any Personal Data is shared or if any content of an inappropriate nature is published so that we can adopt appropriate measures to remove such content where possible.
We will never provide medical advice within these groups. Any medical advice provided within these groups by you, or any Authorised User is at your sole responsibility and risk. While we have facilitated the platform for these interactions, we bear no responsibility for the advice, information, or content shared within these community groups. You agree to indemnify and hold us harmless from any claims, damages, or legal actions arising from the content, advice, or interactions within these groups by you or your Authorised Users, in full. You will always advise End Users to take proper medical advice when necessary.

11. License Fees and Payment

We will issue an Invoice in respect of the Licence Fees, as set out in the Key Licence Details, and any other sums due as set out in the Order Form, on or before the Effective Date and you will pay to us the total Fees as set out in such Invoice within twenty-eight days of the Invoice (the Due Date for Payment). This will be a total upfront fee, which is non-refundable except as expressly provided in this Agreement.
When the Payer is a party to this Agreement, they will be responsible for ensuring the complete payment of the Fees to us. In the event that the Payer fails to make the payment, our rights as specified in clause 11.4 will remain unaffected and continue to apply with respect to the Licensee’s entitlements.
All Fees are exclusive of value added tax (“VAT”).
If we have not received payment before expiry of the Due Date for Payment then without limiting our remedies:
1. interest will accrue on a daily basis on such due amounts at an annual rate equal to 4% over the Bank of England base rate, commencing on the Due Date for Payment and continuing until fully paid;
2. we may, without liability to you, suspend, delay or disable access to and use of the Software (and the Support Services) by the Licensee, where any invoices remain unpaid (irrespective if this is due by a Payer or the Licensee directly); and
3. should the invoices remain unpaid and the dispute unresolved for more than 3 months, we may treat the Software and data as if this Agreement were terminated.
Any mention of the Licensee in this clause should also be understood as referring to the Payer when applicable.

12. Updates

We may update the Software from time to time for any reason that includes fixing bugs or improving performance, and functionality, reflecting changes to the operating system or addressing security issues. We might also change or remove functionality, but if we do that, we will ensure that the Software still meets its description and intended function.
You must approve all new versions or features of the Software issued by us (“new versions”) in writing before they are released to End Users. This includes confirming that the new version meets: 1) the DTAC Criteria and 2) passes your local information governance and security assessment.
Once you have given approval, you will be fully liable for any issues or discrepancies if the new version does not fulfil the stated criteria or for any claims or damages arising from its use that you did not report. If we do not receive your approval within 14 days of our request to you to do so, it will be assumed you have approved, and we may release it without liability if it fails to meet the required criteria. You indemnify us in full against any claims howsoever arising if it does not.
Should the new version(s) not meet these criteria, we will continue to maintain, support, and ensure the security of the previous version and features of the Software and Services for you for the duration of the Term.
Updates will either download automatically or may need to be triggered by the Authorised Users and End Users depending on the Device and its configurations. The performance of the Software may be compromised if it is not updated (or might not function at all). Additionally, if the Software is not upgraded to the latest version, we will not be liable for any damages arising from potential security breaches related to the Services.

13. Warranties

We provide the Software on an “as is” basis only, and do not warrant that:
1. your use of the Software will be uninterrupted or error-free;
2. the Software will be free from Vulnerabilities or Viruses.
You warrant that you will:
1. comply with all applicable local and foreign laws and regulations which may govern the use of the Software and Documentation; and
2. use the Software and Documentation only for lawful purposes and in accordance with the terms of this Agreement.

14. Support Services

During the Term, we will endeavour to provide you with basic support services by telephone, email or remote access during Normal Business Hours to assist with the day-to-day use of the Services and technical issues arising in respect of the use of it. The support service telephone number is 07403 274757 and the support service email address is hello@thedadpad.co.uk as set out in the Key Licence Details.
Each Party will appoint a Project Manager who will:
1. provide professional and prompt liaison with the other Party;
2. in your case, raise support requests with us;
3. in our case, respond to support requests; and
4. have the necessary expertise and authority to commit to the obligations under this Agreement.

15. Intellectual Property Rights

Except for your right to use the Software as expressly granted in this Agreement, all Intellectual Property Rights in the Software will vest and remain vested in us and, if applicable, our licensors.
To the extent that you acquire any Intellectual Property Rights in the Software you will, on our written demand, assign or ensure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to us. You will execute all such documents and do such things as we may consider necessary to give effect to this clause at our cost.
All Intellectual Property Rights in your data will vest and remain vested in you.
Neither of the Parties will have any rights to use or present any trademarks owned or used by the other Party without that Party’s express written consent.

16. Intellectual Property Rights Indemnity

You will indemnify and hold us harmless against all liabilities, costs, expenses, damages, and losses (including all direct, indirect, and consequential losses, loss of profit, loss of reputation and all interest, penalties, and reasonable legal charges) suffered or incurred by us arising out of or in connection with your breach of any rights granted or obligations under this Agreement.
If a third party claims that we breach their Intellectual Property Rights by using or having the Resources we will indemnify you from any reasonable proven costs, damages, actions, liabilities or legal matters that you face because of those claims.
If we have to indemnify you under this clause, you will:
tell us in writing about any claim from a third party that comes from a breach of their intellectual property (“IPR Claim”) that you want to use the protection for;

let us, at our own expense, deal with all talks and legal actions and settle the IPR Claim if we choose to, as long as we get your approval before agreeing to any settlement terms, which you will not unreasonably refuse;
give us the information and help that we reasonably need for the IPR Claim, as long as we pay you back for your reasonable costs that you spend; and
not admit anything or try to settle anything related to the IPR Claim without talking to us first, as long as we handle and defend any IPR Claim carefully, with skilled lawyers and in a way that does not harm your reputation.

17. Data Protection

Where required by Data Protection Laws, the Parties will enter into a separate agreement covering their processing activities under Data Protection Laws.
We will collect and process information relating to Authorised Users, employees, workers, agents and officers of yours in accordance with our ‘privacy notice’ at https://thedadpad.co.uk/privacy-notice/.
We will not process any Personal Data on your behalf.
You agree and undertake to always comply fully with your obligations under the Data Protection Legislation as regards the collection, storage and use of Personal Data when using the Services and indemnify us in full for any loss or damage we suffer in relation to your breach of this clause as a result of your breach of this clause and your duties.

18. Confidentiality

Each Party agrees that they will not at any time during this Agreement, and for a period of 2 years after termination or expiry of this Agreement, disclose to any person any Confidential Information belonging to the other party except as allowed by this clause.
The Parties acknowledge that your data is your Confidential Information.
Each Party may disclose the other Party’s Confidential Information:
1. to those of its employees, officers, representatives, including the Authorised Users of yours, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each Party will ensure that its employees, officers, representatives, or advisers, including Authorised Users of yours to whom you disclose the other Party’s Confidential Information are aware of that Party’s obligations under this clause; and
2. as may be required by law, a court or any governmental or regulatory authority.
No Party will use any other Party’s Confidential Information for any purpose other than only to exercise its rights and perform its obligations under or in connection with this Agreement.
Should a Party be called on to disclose Confidential Information it will always first alert the other Party (as far as legally possible), to enable such Party to defend such disclosure request, before making disclosure. Failure to do so will be a material breach of this Agreement.

19. Limitation of Liability

Except as expressly and specifically provided in this Agreement:
1. you assume sole responsibility for your and any Authorised User’s use of the Software and Documentation and any results it obtains and the term “you” in this context will include any Authorised User in this Agreement;
2. you will ensure that every Authorised User understands the limitations contained in this Agreement; and
3. we exclude all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law, to the fullest extent allowed by applicable law in relation to the App.
Neither Party excludes nor limits any liability for:
1. personal injury (including sickness and death) to the extent that such injury results from the negligence or wilful default of that party or its employees;
2. fraud or fraudulent misrepresentation; and
3. any other liability to the extent it cannot be excluded or limited by law;
Subject to clause 19.2, you will not be liable in negligence, contract, misrepresentation, restitution, for breach of statutory duty or otherwise for any special, indirect, or consequential loss, costs, damages, loss of profits, loss of business, loss of opportunity, charges or expenses however arising under this Agreement.
We will not be liable for the losses for which you assume responsibility, which include:
1. wasted expenditure;
2. additional costs of procuring and implementing replacements for, or alternatives to, the Software, including consultancy costs, additional costs of management time and other personnel costs and costs of equipment and materials;
3. losses incurred by you arising out of or in connection with any claim, demand, fine, penalty, action, investigation or proceeding by any third party against you caused by your act or omission;
4. anticipated savings; or
5. loss of, corruption or damage to, data.
We will not be liable for any damages suffered by the Licensee or others due to the failure of a Payer to meet its payment obligations under this Agreement.
Subject to clause 19.2, our total aggregate liability out of or in connection with this Agreement, will be limited to the value of the Fees paid by you to us in the 12-month period preceding the claim.

20. Termination

Either Party may, without affecting its other rights under this Agreement, by notice in writing to the other Party immediately terminate this Agreement if the other:
1. is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction; or
2. ceases or suspends, or threatens to cease or suspend, the carrying on of any part of its business.
We may terminate this Agreement immediately on notice in the event that you (or the Payer) breach any term of this Agreement.
On any termination or expiration, unless otherwise agreed in writing:
1. the Software will Time Out (as defined above);
2. we will cease the provision of the Support Services to you;
3. the rights and licences (including the Licence) granted to you under this Agreement will terminate;
4. you will immediately cease all use of the Software and Documentation in your possession, as instructed by us; and
5. we will delete any data you or any Authorised User may have uploaded to the Software/any data contained in the Software, except where we are required to keep it in terms of the prevailing laws, without liability to you.

21. Dispute resolution

This is what happens if we have a disagreement about this Agreement:
1. the Party who has a problem will tell the other Party in writing what the problem is;
2. the representatives from each of the Parties will try to meet up within 3 Business Days of the problem being raised to sort it out nicely at our offices or online as agreed;
3. if that does not work and the problem is still there after 3 days, then we can choose to get a neutral third party to help us out by mediating the problem within 14 days of asking them to do so. If we cannot agree on who the mediator should be, the Party who did not start the problem will pick one, who should know what they are doing as a mediator or lawyer who does mediation;
4. if mediation does not fix the problem within the 14-day period, then we will have to go to arbitration to sort it out;
The arbitration will take place in England and Wales and will follow the rules of the LCIA (London Court of International Arbitration), which we agree to by signing this clause. There will be one arbitrator if the claim is worth £200,000 or less and three if the claim is worth more than £200,000. The arbitration will happen in London, United Kingdom or such other place as our offices are situated at that time, at our choice. We will use English as the language for the arbitration. The law that applies to the contract will be the law of England and Wales;

22. Uncontrollable Events

Neither Party will be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if the delay or failure result from any Uncontrollable Events.
In such instances the affected Party will be entitled to a reasonable extension of the time for performing obligations. If the period of delay or non-performance continues for 45 days, the Party not affected may terminate this Agreement by giving 30 days’ written notice to the affected Party.
In this clause, “Uncontrollable Events” means an event outside the Party’s reasonable control and which a Party could not have reasonably foreseen including, without limitation: natural disaster, epidemic or pandemic, terrorist attack, war, civil commotion or riots, war or armed conflict, nuclear, chemical or sonic boom, collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the Party seeking to rely on this clause, or companies in the same group as that Party).

23. Freedom of Information

We acknowledge, that you may be subject to the requirements of the FOIA and will assist and co-operate with you (at your expense) to enable you to comply with these information disclosure requirements.
We will:
1. transfer any Request for Information to you as soon as practicable after receipt and in any event within five working days of receiving a Request for Information;
2. provide you with a copy of all Information in its possession or power in the form that you require within ten days (or such other longer period as you may specify) of you requesting that Information; and
3. provide all necessary assistance as reasonably requested by you to enable you to respond to a Request for Information within the time for compliance set out in section 10 of the FOIA.
4. in no event will we respond directly to a Request for Information, and you indemnify us in full for any claim arising from us not doing so.

24. Third Party Providers

You acknowledge that the Software may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that an End User does so solely at their own risk. We make no representation, warranty or commitment and will have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third-party. Any contract entered into, and any transaction completed via any third-party website is between you and the relevant third party, and not us. We recommend that you refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any of the third-party websites made available via the Software/Services.

25. General

Costs: Each Party is responsible for its own legal and other costs in relation to the preparation and performance of this Agreement.
Survival of terms: The Parties intend the following terms to survive termination of this Agreement:

Clauses 15, 18, 19, 21;
Any other clause that by its nature is clearly intended should survive termination.

Relationship of the Parties: The Parties are independent organisations and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.
Assignment and other dealings: No Party may assign, subcontract, or encumber any right or obligation under this Agreement, in whole or in part, without the other Party’s prior written consent or except as expressly allowed in this Agreement.
Entire agreement: This Agreement, the Key Licence Details Schedule, any schedules and any document referred to in it, contains the whole agreement between the Parties relating to its subject matter and supersedes any prior agreements, representations, or understandings between them unless expressly referred to in this Agreement. Each Party acknowledges that it has not relied on, and will have no remedy in respect of, any representation (whether innocent or negligent) made but not covered in this Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation or any liability that may not be contracted out of by law.
Variation: No amendment or variation of this Agreement will be valid unless agreed in writing by an authorised signatory of each Party.
Severability: If any clause in this Agreement (or part of a clause) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced), the relevant clause (or part of it) will apply with such deletion or modification as may be required to make it legal, valid and enforceable, and the Parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this Agreement as soon as possible.
Waiver: No delay, act, or omission by either Party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
Notices: Notices under this Agreement must be in writing and sent to the other Party’s address or email address, as set out in the Contract Details. Letters sent in the United Kingdom will be deemed delivered 3 business days (excluding English Bank Holidays), after sending. Emails will be deemed delivered the same day (or the next business day, if sent on a non-business day or after 5pm on any business day at the recipient’s location).
Counterparts: This Agreement may be signed in any number of counterparts and by the Parties on separate counterparts, each of which when signed and dated will be an original, and such counterparts taken together will constitute one and the same agreement. This Agreement will not be effective until each Party has signed one counterpart.
Governing law and jurisdiction: This Agreement is governed by the laws of England and Wales. All disputes under this Agreement will be subject to the exclusive jurisdiction of the courts of England and Wales.

Schedule 1: Mobile App End User Licence Agreement

The Schedule to the Software Licence Agreement sets out an example of the End User Terms for the Mobile App. These can be found here, for both the AppStore (Apple) and the Google Play Store (Android).

DadPad Neonatal App Software Licence Agreement (“the Licence”) Terms & Conditions:

Set out below are the current Terms & Conditions referred to in Clause 6.1 and Clause 14 of the Order Form that you will have been sent as part of your order for a DadPad Neonatal app licence.

1. Background

We are Inspire Cornwall CIC, a Community Interest Company incorporated in England and Wales. We have put together a type of online “essential guide” for new dads with a baby in the neonatal unit, co-developed and co-designed with Consultant Neonatologist and Professor of Neonatal Health, Professor Minesh Khashu, MBBS, MD, FRCPCH, FRSA, Q Fellow (Health Foundation & NHSI), Fellow England Centre for Practice Development. The resource is intended to help staff on neonatal units include, engage with and support new dads and their families, to ‘steady’ each new dad and familiarise him with the situation and surroundings. This information is delivered via our Software known as “DadPad® Neonatal App”, which is web and App based.
By your signature as Licensee, you accept the terms set out in this Licence agreement, on behalf of the organisation that has been identified as the Licensee on the Front Sheet, as a legally binding contract with us. You also represent and warrant that you have all the necessary capacity and authority to enter into this Licence Agreement on behalf of the Licensee. If you do not have such capacity or authority or do not wish to accept this Licence Agreement, you must not access the Services and/or stop using it. We will refer to both the Licensee and the Paying Entity as you/your.
In the event that a different entity (not the Licensee) will be responsible for payment of the Fees, such entity will be a Party to this Agreement for that purpose and referred to as the Payer. By your signature as Payer, you accept the terms of payment applicable to you under this Agreement as a legally binding contract with us. The rights granted under this Agreement will not extend to the Payer, unless otherwise agreed and stated in the Key Licence Details Schedule. The Licensee will remain the entity that will be using the Software under the terms of this Agreement.

2. Intro

Definitions and Interpretation

In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

Agreement means this software licence agreement and includes the party details (as set out at the start of this Agreement), Key Licence Details Schedule, any other schedules to it and the terms and conditions included in this Agreement.
Application/App means any application or software that allows you to access the Software.
Authorised Users means those employees, agents and independent contractors who are allowed by you to use the Software and access the Support Services (in line with the restrictions and obligations in this Agreement and the Software EULA).
Bug means something in the Software’s code that causes the Software not to work as it was intended to. If the system functions as intended, it will therefore not be considered a bug.
Business Day/s refers to any day other than a Saturday, Sunday or public holiday in England when banks in London are generally open for business.
Collaborative Content refers to content that is jointly authored by you and us, and is specifically intended for inclusion in the Resources section of the App, designed to be accessible to all Authorised Users and End Users on final approval, with the IP belonging to the Licensor.
Commencement Date means the date on which the App is first made publicly available to End Users/ “go-live” date, as notified to you by us in writing.
Confidential Information means all data or information (whether in oral, written, or electronic form) relating to either party’s business, technology, know-how, or Intellectual Property Rights which may reasonably be considered to be confidential in nature and shared with the other Party in the course of this Agreement; any manuals and user guides relating to the Software, all information relating to pricing terms, all passwords and access details, any flaws in the services, whether marked as confidential or not.
Customisation Services means the amendment and updating of certain information related to the Software specific to you, as set out and agreed on the Order Form and/or in the Key Licence Details.
DadPad® Neonatal means the Software known as the DadPad® Neonatal App, licensed to you under this Agreement.
Data Protection Laws means any data protection and privacy laws that apply in the United Kingdom, including: (a) the UK GDPR, which is defined in section 3(10) of the Data Protection Act 2018, and modified by section 205(4); (b) the Data Protection Act 2018; (c) the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426), and any changes, replacements or updates to them over time. Personal Data and processing will have the same meanings as in the UK GDPR.
Devices any kind of hardware that can access and run the Software, such as but not limited to desktop computers, laptops, servers, smartphones, tablets, and other computing or electronic devices.
Documentation means any manuals and/or other technical documentation that describe the operation of, and how to use the Software, supplied and licensed by us to you from time to time.
DTAC Criteria the latest version of the Digital Technology Assessment Criteria issued by NHS England for health and social care professionals.
Effective Date means the date on which this agreement is signed by both parties and becomes legally binding and when initial payment is received of the Fees.
End Users any individual or entity using the Software for the reason it was intended (including services or products provided by the Software). This includes: fathers with a baby on a neonatal unit, and their families; the employees of the Licensee; Authorised Users; and any others using it as this Licence allows.
End User Terms/EULA the end user licence terms set out in Schedule 1, which the End User will have to agree to, to use the Software.
Enhancement refers to a modification or addition to the Software that improves its functionality, performance, or usability.
Fees mean the payments due from you (as either Licensee or Payer) to us for the Software as set out in the Key Licence Details.
FOIA means the Freedom of Information Act 2000 and any subordinate legislation made under that Act from time to time together with any guidance and/or codes of practice issued by the Information Commissioner or relevant government department in relation to such legislation.
Incident refers to an event or unplanned interruption that causes the Software to deviate from its intended behaviour, affecting the quality of Service.
Intellectual Property Rights/IP means copyright, patents, rights in confidential information, know-how, trade secrets, trademarks, trade names, design rights, get-up, database rights, chip topography rights, mask works, utility models, domain names, rights in computer software and all similar rights of whatever nature and, in each case:(a) whether registered or not;(b) including any applications to protect or register such rights;(c) including all renewals and extensions of such rights or applications;(d) whether vested, contingent or future; and wherever existing.
Key Licence Details means the information listed in the Key Licence Details Schedule at the beginning of this Agreement, which forms part of this Agreement.
Licensee Content refers to materials authored, identified or provided by the Licensee (excluding Collaborative Content), which may include updates, revisions, or additions to existing content within the Licensee’s specific App area. We will assist you in formatting and revising these materials before they are incorporated into the App as set out in clause 7. This content will exclusively be available to you.
Order Acceptance the date of written acceptance of the Order Form by you.
Order Form the Order Form agreed between us and you, as specified in the Key Licence Details.
Personal Data has the meaning given to it under the UK GDPR and essentially means any information that can be used to identify an individual (“Data Subject”) either directly or indirectly. This can include things like names, addresses, phone numbers, email addresses, IP addresses, location data, biometric data, and more. It also includes factors specific to the person’s identity.
Project Manager the individual designated by either of the Parties (as specified on the Front Sheet) who may be substituted by providing written notice to the other Parties, as required.
Resources refers to materials created or co-authored by us, including but not limited to new or updated ‘chapters’ of content that are specifically developed for the Resources section of the App. The Resources may be created independently by us or in collaboration with you or other third parties, to address specific country/county or other requirements, and will be incorporated into the Resources section accordingly and become our IP on incorporation.
Requests for Information means a request for information or an apparent request under the FOIA.
Scope of Use refers to the usage guidelines outlined in the Key Licence Details, specifying the intended manner in which you should use the Software.
Software means the object code form of the DadPad® Neonatal software application, together with the related Documentation (where applicable), the Resources, Content and any Bug fixes, enhancements, or other modifications of the Software provided to you.
Specification means the functionality and performance specifications of the Software as at the Commencement Date and stipulated in the Key Licence Details.
Support Hours means Monday to Friday between 9am and 5pm, on Business Days in England.
Support Services means the related support services provided by us to you to assist you with any technical and/or advisory support in connection with your installation and/or use of the Software and/or Documentation as more specifically detailed in the Key Licence Details.
Term means the Initial Term together with any Renewal Period (if applicable), as specified in clause 4 below.
Territory means the geographical area known as the United Kingdom;
Virus means anything or Device (including any software, code, file, or programme) which may prevent, impair, or otherwise adversely affect the operation of any computer software, hardware, or network.
Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability.
References to statutes, regulations or other legislation or enactments referenced will be deemed to be references to that enactment as amended, supplemented, re-enacted, or replaced from time to time;
The words ‘include’, ‘including’ and any similar words or expressions will not limit the meaning of the words that come before them; and
Reference to writing or written includes e-mail but not any other form of electronic communication;

3. Grant of License

Subject to the terms and conditions of this Agreement, we grant you a non-exclusive, non-transferable, non-assignable, sub-licensable, revocable right/license, (the “Licence”) to install the Software and use it on your Devices, and to use the Documentation, for the Term solely for the Scope of Use.
Please be aware that you do not own the Software but only the right to access it on the Devices you own or control, in line with any EULA’s (End User Licence Agreements) applicable to the Software, that are incorporated into this document by our reference to it.
You acknowledge that the Software will become inaccessible or unusable (“Time Out”) on expiry of the last Term if this Agreement is not renewed or a new agreement has not been put in place between the Parties prior to expiry of the Term or termination of this Agreement.
In the event of non-payment of the Fees, the Licence will be suspended and/or revoked.

4. Term

This Agreement will start on the Commencement Date and be in force for the Term set out in the Key Licence Details. It will automatically terminate, unless you give us 60 days’ prior written notice before the end of the Term that you intend to renew the Agreement, in which case we will enter negotiations regarding the commercial aspects and terms to enter a new agreement.
You acknowledge that certain services will be performed by us between the Effective Date and the Commencement Date. All such services are governed by the terms of this Agreement.
Between the Effective Date and Commencement Date, we will collaborate in good faith with each other to perform all the necessary pre-launch activities to prepare for the launch. You will provide reasonable assistance to us to achieve this launch.
Support and maintenance obligations will only start on the Commencement Date (if applicable).

5. Your Rights of Use

You may allow an unlimited number of Authorised Users to access the Software on your behalf as long as it is within the original purpose the Software was created for and the Scope of Use in the Territory. Any obligation on you to do, or to refrain from doing, any act or thing under this Licence will include an obligation on you to ensure that all Authorised Users also do, or refrain from doing, such act or thing.
Except as expressly allowed in this Agreement, you will not, and will not allow the Authorised Users to:
1. use the Software for a purpose outside the Scope of Use;
2. modify, translate, create derivative works, or copy the Software wholly or partially, except as permitted by this Agreement. You also can’t reproduce, publish, distribute, broadcast, transmit, adapt, store, sell, license, lease, rent, assign, transfer it, whether for profit or not. Essentially, you must not copy, alter, share, sell, or commercially exploit the Software outside of the Scope of Use;
3. reverse engineer, decompile, disassemble, or otherwise reduce the object code of the Software to source code form;
4. distribute, sublicence (except as allowed by this Agreement), assign, share, timeshare, sell, rent, lease, grant a security interest in, use for service bureau purposes, or otherwise transfer the Software or your right to use the Software under the Agreement;
5. remove or modify any copyright, trademark, or other proprietary notices of ours affixed to the media containing the Software or contained within the Software;
6. use the Software in any way not expressly authorised by this Agreement or which is unlawful;
7. access, store, distribute or transmit Viruses or any harmful or illegal material or malicious computer programming that may damage, detrimentally interfere with, secretively intercept, or expropriate any system, network, or data during the course of your use of the Software;
8. introduce or allow the introduction of any Virus or Vulnerability into our network and/or information systems;
9. assist third parties in obtaining access to the Software (and/or any Support Services) in a way not authorised by this Agreement;
10. copy the Documentation;
11. permit the Software (or any part) to become incorporated into any other program or service or to be combined or merged with any other program other than solely for the purpose of using the Software under this Licence and the Scope of Use;
12. use the Software in a way that facilitates or promotes any illegal activity including the use or sharing of content, which is illegal, defamatory, obscene, sexually explicit, malicious, discriminatory, violent, deceptive, or fraudulent, or infringing of any intellectual property or other right of any third party;
13. export or provide access to the Software from any country that requires a licence or other form of approval for its use, and you will be fully liable for any such exporting/use and indemnify us from any claims for such export/use;
14. other than for the specific purpose of the Licence granted here, share or make public any negative statement about how you find the Software, including things like its availability, functions, problems, or performance. This includes sharing this information through things like screenshots, pictures, or videos, whether it’s publicly or with a third party;
15. use the Software in ways that: (a) break any laws, especially ones about privacy and data protection in any relevant places; (b) go against and is in breach of this Licence Agreement;(c) disrupts, interfere with, disables or hinders the Software or any part of our operations, business, systems, or that of anyone else; (d) can harm or put anyone at risk/in danger; (e) infringes any Intellectual Property Rights; (f) gather, collect or harvest any information or data from any part of the Software or try to decode any transmissions to or from the servers;
16. use the Software to store, send, process or transmit any data that: (a) is illegal, obscene, indecent, threatening, harassing, racist, defamatory, or libellous; (b) could harm or endanger anyone, whether emotionally or physically; (c) can be seen as slander, intimidation or bullying; (d) contains any viruses, harmful codes, or malicious software, like malware, trojans, ransomware, or spyware; provided that nothing in this Agreement excludes any of your rights under applicable law which cannot be excluded or limited by agreement.

6. Resources

The Resources are contained within the Software, and are collection of topic-appropriate advice, best practice and information from authoritative experts, and other contributors, which we keep under rolling review.
Although we use our best efforts to keep the Resources up-to-date, we do not guarantee that they will always be fully up-to-date or 100% accurate.

7. Customisation Services

We may incorporate the Licensee Content directly into your specific App (or may wholly or partially rewrite the Licensee Content with your approval).
We will provide a draft copy of the new Licensee Content to you for your approval, prior to incorporating it into the Software.
You will be limited in how much Licensee Content can be incorporated, in line with the Agreed Number of Customisations set out on the Key Licence Details. You will be responsible for the accuracy and completeness of the Licensee Content you provide and ensuring compliance with clause 7.5 below.
You hereby grant us an irrevocable, non-exclusive, and non-transferable right to use and modify the content in the Licensee Content for altering, updating, or enhancing the Software (at our sole discretion) and providing it to End Users. For clarity, we will own all Intellectual Property Rights in any new Resources or Content created by incorporating the Licensee Content, without any additional compensation to you.
You will ensure that the Licensee Content does not infringe any applicable laws, regulations or third-party rights (including material, which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third-party Intellectual Property Rights) (“Inappropriate Content”). We will have the right to review and approve the Licensee Content before it is incorporated into the Software, and the Licensee shall promptly remove or modify any content that the Licensor reasonably deems to be inappropriate or in violation of this clause. You will indemnify us and hold us harmless in full against all damages, losses and expenses arising as a result of any action or claim that the Licensee Content constitutes Inappropriate Content.
We may also, at our own discretion, decline or refuse to use Licensee Content which we deem to be inappropriate or incorrect. We will act reasonably at all times as far as this is concerned.
We will provide updates to the Licensee’s Project Manager, no less than four times a year, with:
1. suggestions for new content, as it is developed;
2. a summary of key analytics from the app;
3. and any feedback received from End Users.
You will provide clear information on required amendments and additions to your existing DadPad® Neonatal app content, including information on local services and contacts, and also to approve the final copy of the DadPad® Neonatal app, by a date and time to be mutually agreed in advance.

8. Your Obligations

You will:
1. provide us with all necessary co-operation, information and data to perform our obligations;
2. provide us with timely decision-making as is necessary for us to perform our obligations under this Agreement;
3. ensure that any personnel and Authorised Users who have access to the Software are using the Software in accordance with the terms and conditions of this Agreement and fully alert any Authorised User of the restrictions agreed in this Agreement;
4. ensure that your network and systems comply with all relevant specifications provided by us in the Documentation or otherwise from time to time;
5. be responsible for obtaining, maintaining, and securing your own internet connection;
6. notify us immediately of any suspected or actual unauthorised use of the Software;
7. provide us with the details of the Authorised Users on request; and
8. ensure that the Authorised Users are not sharing any individual permissions between users. This means that the number of users of the Software (and any Support Services) will not exceed the number of agreed Authorised Users agreed on in this Agreement or as may be agreed in writing from time to time and also ensure we keep the Software and Managed Community Groups secure.
We will comply with the above obligations as reasonably required by you to perform our obligations under this Agreement.
We will not be liable for any delay or failure to provide the Software (or the Support Services) which arises as a result of a failure by you to comply with this clause.
Any reference to you in this agreement includes any Authorised User for whose actions you remain fully responsible.

9. Availability

We may give notice beforehand if there is scheduled maintenance. However, notice might not be possible if the Services go down due to emergencies or reasons beyond our control.
We will use reasonable endeavours to maintain at least 80% uptime, except for planned or emergency maintenance. If the Software experiences downtime beyond the minimum uptime percentage (excluding planned or emergency maintenance), appropriate measures chosen by us (such as pro-rata refunds or service credits equivalent to the downtime experienced in our discretion) will be considered to rectify the shortfall.
While we will make reasonable efforts to adhere to the minimum uptime percentage, occasional deviations from the specified uptime percentage, on their own, will not be a sole basis for you to terminate this Licence and uptime will not be considered of the essence for this Agreement.

10. Managed Community Groups

The Software includes access to managed/curated community groups, designed for dads to share experiences and seek support. Participation in these groups is strictly subject to acceptance of the stringent community guidelines (including use by Authorised Users) established by us. We retain the exclusive right to monitor, moderate, and manage the content shared within these groups, ensuring compliance with our guidelines.
You (including any Authorised User) will immediately notify us if it comes to your knowledge that any Personal Data is shared or if any content of an inappropriate nature is published so that we can adopt appropriate measures to remove such content where possible.
We will never provide medical advice within these groups. Any medical advice provided within these groups by you, or any Authorised User is at your sole responsibility and risk. While we have facilitated the platform for these interactions, we bear no responsibility for the advice, information, or content shared within these community groups. You agree to indemnify and hold us harmless from any claims, damages, or legal actions arising from the content, advice, or interactions within these groups by you or your Authorised Users, in full. You will always advise End Users to take proper medical advice when necessary.

11. License Fees and Payment

We will issue an Invoice in respect of the Licence Fees, as set out in the Key Licence Details, and any other sums due as set out in the Order Form, on or before the Effective Date and you will pay to us the total Fees as set out in such Invoice within twenty-eight days of the Invoice (the Due Date for Payment). This will be a total upfront fee, which is non-refundable except as expressly provided in this Agreement.
When the Payer is a party to this Agreement, they will be responsible for ensuring the complete payment of the Fees to us. In the event that the Payer fails to make the payment, our rights as specified in clause 11.4 will remain unaffected and continue to apply with respect to the Licensee’s entitlements.
All Fees are exclusive of value added tax (“VAT”).
If we have not received payment before expiry of the Due Date for Payment then without limiting our remedies:
1. interest will accrue on a daily basis on such due amounts at an annual rate equal to 4% over the Bank of England base rate, commencing on the Due Date for Payment and continuing until fully paid;
2. we may, without liability to you, suspend, delay or disable access to and use of the Software (and the Support Services) by the Licensee, where any invoices remain unpaid (irrespective if this is due by a Payer or the Licensee directly); and
3. should the invoices remain unpaid and the dispute unresolved for more than 3 months, we may treat the Software and data as if this Agreement were terminated.
Any mention of the Licensee in this clause should also be understood as referring to the Payer when applicable.

12. Updates

We may update the Software from time to time for any reason that includes fixing bugs or improving performance, and functionality, reflecting changes to the operating system or addressing security issues. We might also change or remove functionality, but if we do that, we will ensure that the Software still meets its description and intended function.
You must approve all new versions or features of the Software issued by us (“new versions”) in writing before they are released to End Users. This includes confirming that the new version meets: 1) the DTAC Criteria and 2) passes your local information governance and security assessment.
Once you have given approval, you will be fully liable for any issues or discrepancies if the new version does not fulfil the stated criteria or for any claims or damages arising from its use that you did not report. If we do not receive your approval within 14 days of our request to you to do so, it will be assumed you have approved, and we may release it without liability if it fails to meet the required criteria. You indemnify us in full against any claims howsoever arising if it does not.
Should the new version(s) not meet these criteria, we will continue to maintain, support, and ensure the security of the previous version and features of the Software and Services for you for the duration of the Term.
Updates will either download automatically or may need to be triggered by the Authorised Users and End Users depending on the Device and its configurations. The performance of the Software may be compromised if it is not updated (or might not function at all). Additionally, if the Software is not upgraded to the latest version, we will not be liable for any damages arising from potential security breaches related to the Services.

13. Warranties

We provide the Software on an “as is” basis only, and do not warrant that:
1. your use of the Software will be uninterrupted or error-free;
2. the Software will be free from Vulnerabilities or Viruses.
You warrant that you will:
1. comply with all applicable local and foreign laws and regulations which may govern the use of the Software and Documentation; and
2. use the Software and Documentation only for lawful purposes and in accordance with the terms of this Agreement.

14. Support Services

During the Term, we will endeavour to provide you with basic support services by telephone, email or remote access during Normal Business Hours to assist with the day-to-day use of the Services and technical issues arising in respect of the use of it. The support service telephone number is 07403 274757 and the support service email address is hello@thedadpad.co.uk as set out in the Key Licence Details.
Each Party will appoint a Project Manager who will:
1. provide professional and prompt liaison with the other Party;
2. in your case, raise support requests with us;
3. in our case, respond to support requests; and
4. have the necessary expertise and authority to commit to the obligations under this Agreement.

15. Intellectual Property Rights

Except for your right to use the Software as expressly granted in this Agreement, all Intellectual Property Rights in the Software will vest and remain vested in us and, if applicable, our licensors.
To the extent that you acquire any Intellectual Property Rights in the Software you will, on our written demand, assign or ensure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to us. You will execute all such documents and do such things as we may consider necessary to give effect to this clause at our cost.
All Intellectual Property Rights in your data will vest and remain vested in you.
Neither of the Parties will have any rights to use or present any trademarks owned or used by the other Party without that Party’s express written consent.

16. Intellectual Property Rights Indemnity

You will indemnify and hold us harmless against all liabilities, costs, expenses, damages, and losses (including all direct, indirect, and consequential losses, loss of profit, loss of reputation and all interest, penalties, and reasonable legal charges) suffered or incurred by us arising out of or in connection with your breach of any rights granted or obligations under this Agreement.
If a third party claims that we breach their Intellectual Property Rights by using or having the Resources we will indemnify you from any reasonable proven costs, damages, actions, liabilities or legal matters that you face because of those claims.
If we have to indemnify you under this clause, you will:
1. tell us in writing about any claim from a third party that comes from a breach of their intellectual property (“IPR Claim”) that you want to use the protection for;
2. let us, at our own expense, deal with all talks and legal actions and settle the IPR Claim if we choose to, as long as we get your approval before agreeing to any settlement terms, which you will not unreasonably refuse;
3. give us the information and help that we reasonably need for the IPR Claim, as long as we pay you back for your reasonable costs that you spend; and
4. not admit anything or try to settle anything related to the IPR Claim without talking to us first, as long as we handle and defend any IPR Claim carefully, with skilled lawyers and in a way that does not harm your reputation.

17. Data Protection

Where required by Data Protection Laws, the Parties will enter into a separate agreement covering their processing activities under Data Protection Laws.
We will collect and process information relating to Authorised Users, employees, workers, agents and officers of yours in accordance with our ‘privacy notice’ at https://thedadpad.co.uk/privacy-notice/.
We will not process any Personal Data on your behalf.
You agree and undertake to always comply fully with your obligations under the Data Protection Legislation as regards the collection, storage and use of Personal Data when using the Services and indemnify us in full for any loss or damage we suffer in relation to your breach of this clause as a result of your breach of this clause and your duties.

18. Confidentiality

Each Party agrees that they will not at any time during this Agreement, and for a period of 2 years after termination or expiry of this Agreement, disclose to any person any Confidential Information belonging to the other party except as allowed by this clause.
The Parties acknowledge that your data is your Confidential Information.
Each Party may disclose the other Party’s Confidential Information:
1. to those of its employees, officers, representatives, including the Authorised Users of yours, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each Party will ensure that its employees, officers, representatives, or advisers, including Authorised Users of yours to whom you disclose the other Party’s Confidential Information are aware of that Party’s obligations under this clause; and
2. as may be required by law, a court or any governmental or regulatory authority.
No Party will use any other Party’s Confidential Information for any purpose other than only to exercise its rights and perform its obligations under or in connection with this Agreement.
Should a Party be called on to disclose Confidential Information it will always first alert the other Party (as far as legally possible), to enable such Party to defend such disclosure request, before making disclosure. Failure to do so will be a material breach of this Agreement.

19. Limitation of Liability

Except as expressly and specifically provided in this Agreement:
1. you assume sole responsibility for your and any Authorised User’s use of the Software and Documentation and any results it obtains and the term “you” in this context will include any Authorised User in this Agreement;
2. you will ensure that every Authorised User understands the limitations contained in this Agreement; and
3. we exclude all warranties, representations, conditions, and all other terms of any kind whatsoever implied by statute or common law, to the fullest extent allowed by applicable law in relation to the App.
Neither Party excludes nor limits any liability for:
1. personal injury (including sickness and death) to the extent that such injury results from the negligence or wilful default of that party or its employees;
2. fraud or fraudulent misrepresentation; and
3. any other liability to the extent it cannot be excluded or limited by law;
Subject to clause 19.2, you will not be liable in negligence, contract, misrepresentation, restitution, for breach of statutory duty or otherwise for any special, indirect, or consequential loss, costs, damages, loss of profits, loss of business, loss of opportunity, charges or expenses however arising under this Agreement.
We will not be liable for the losses for which you assume responsibility, which include:
1. wasted expenditure;
2. additional costs of procuring and implementing replacements for, or alternatives to, the Software, including consultancy costs, additional costs of management time and other personnel costs and costs of equipment and materials;
3. losses incurred by you arising out of or in connection with any claim, demand, fine, penalty, action, investigation or proceeding by any third party against you caused by your act or omission;
4. anticipated savings; or
5. loss of, corruption or damage to, data.
We will not be liable for any damages suffered by the Licensee or others due to the failure of a Payer to meet its payment obligations under this Agreement.
Subject to clause 19.2, our total aggregate liability out of or in connection with this Agreement, will be limited to the value of the Fees paid by you to us in the 12-month period preceding the claim.

20. Termination

Either Party may, without affecting its other rights under this Agreement, by notice in writing to the other Party immediately terminate this Agreement if the other:
1. is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction; or
2. ceases or suspends, or threatens to cease or suspend, the carrying on of any part of its business.
We may terminate this Agreement immediately on notice in the event that you (or the Payer) breach any term of this Agreement.
On any termination or expiration, unless otherwise agreed in writing:
1. the Software will Time Out (as defined above);
2. we will cease the provision of the Support Services to you;
3. the rights and licences (including the Licence) granted to you under this Agreement will terminate;
4. you will immediately cease all use of the Software and Documentation in your possession, as instructed by us; and
5. we will delete any data you or any Authorised User may have uploaded to the Software/any data contained in the Software, except where we are required to keep it in terms of the prevailing laws, without liability to you.

21. Dispute Resolution

This is what happens if we have a disagreement about this Agreement:
1. the Party who has a problem will tell the other Party in writing what the problem is;
2. the representatives from each of the Parties will try to meet up within 3 Business Days of the problem being raised to sort it out nicely at our offices or online as agreed;
3. if that does not work and the problem is still there after 3 days, then we can choose to get a neutral third party to help us out by mediating the problem within 14 days of asking them to do so. If we cannot agree on who the mediator should be, the Party who did not start the problem will pick one, who should know what they are doing as a mediator or lawyer who does mediation;
4. if mediation does not fix the problem within the 14-day period, then we will have to go to arbitration to sort it out;
The arbitration will take place in England and Wales and will follow the rules of the LCIA (London Court of International Arbitration), which we agree to by signing this clause. There will be one arbitrator if the claim is worth £200,000 or less and three if the claim is worth more than £200,000. The arbitration will happen in London, United Kingdom or such other place as our offices are situated at that time, at our choice. We will use English as the language for the arbitration. The law that applies to the contract will be the law of England and Wales;

22. Uncontrollable Events

Neither Party will be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if the delay or failure result from any Uncontrollable Events.
In such instances the affected Party will be entitled to a reasonable extension of the time for performing obligations. If the period of delay or non-performance continues for 45 days, the Party not affected may terminate this Agreement by giving 30 days’ written notice to the affected Party.
In this clause, “Uncontrollable Events” means an event outside the Party’s reasonable control and which a Party could not have reasonably foreseen including, without limitation: natural disaster, epidemic or pandemic, terrorist attack, war, civil commotion or riots, war or armed conflict, nuclear, chemical or sonic boom, collapse of buildings, fire, explosion or accident, any labour or trade dispute, strikes, industrial action or lockouts (other than in each case by the Party seeking to rely on this clause, or companies in the same group as that Party).

23. Freedom of Information

We acknowledge, that you may be subject to the requirements of the FOIA and will assist and co-operate with you (at your expense) to enable you to comply with these information disclosure requirements.
We will:
1. transfer any Request for Information to you as soon as practicable after receipt and in any event within five working days of receiving a Request for Information;
2. provide you with a copy of all Information in its possession or power in the form that you require within ten days (or such other longer period as you may specify) of you requesting that Information; and
3. provide all necessary assistance as reasonably requested by you to enable you to respond to a Request for Information within the time for compliance set out in section 10 of the FOIA.
4. in no event will we respond directly to a Request for Information, and you indemnify us in full for any claim arising from us not doing so.

24. Third Party Services

You acknowledge that the Software may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that an End User does so solely at their own risk. We make no representation, warranty or commitment and will have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third-party. Any contract entered into, and any transaction completed via any third-party website is between you and the relevant third party, and not us. We recommend that you refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any of the third-party websites made available via the Software/Services.

25. General

Costs: Each Party is responsible for its own legal and other costs in relation to the preparation and performance of this Agreement.
Survival of terms: The Parties intend the following terms to survive termination of this Agreement:

Clauses 15, 18, 19, 21;
Any other clause that by its nature is clearly intended should survive termination.

Relationship of the Parties: The Parties are independent organisations and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.
Assignment and other dealings: No Party may assign, subcontract, or encumber any right or obligation under this Agreement, in whole or in part, without the other Party’s prior written consent or except as expressly allowed in this Agreement.
Entire agreement: This Agreement, the Key Licence Details Schedule, any schedules and any document referred to in it, contains the whole agreement between the Parties relating to its subject matter and supersedes any prior agreements, representations, or understandings between them unless expressly referred to in this Agreement. Each Party acknowledges that it has not relied on, and will have no remedy in respect of, any representation (whether innocent or negligent) made but not covered in this Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation or any liability that may not be contracted out of by law.
Variation: No amendment or variation of this Agreement will be valid unless agreed in writing by an authorised signatory of each Party.
Severability: If any clause in this Agreement (or part of a clause) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced), the relevant clause (or part of it) will apply with such deletion or modification as may be required to make it legal, valid and enforceable, and the Parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this Agreement as soon as possible.
Waiver: No delay, act, or omission by either Party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
Notices: Notices under this Agreement must be in writing and sent to the other Party’s address or email address, as set out in the Contract Details. Letters sent in the United Kingdom will be deemed delivered 3 business days (excluding English Bank Holidays), after sending. Emails will be deemed delivered the same day (or the next business day, if sent on a non-business day or after 5pm on any business day at the recipient’s location).
Counterparts: This Agreement may be signed in any number of counterparts and by the Parties on separate counterparts, each of which when signed and dated will be an original, and such counterparts taken together will constitute one and the same agreement. This Agreement will not be effective until each Party has signed one counterpart.
Governing law and jurisdiction: This Agreement is governed by the laws of England and Wales. All disputes under this Agreement will be subject to the exclusive jurisdiction of the courts of England and Wales.

Schedule 1: Mobile App End User Licence Agreement

FAQ leaflets for healthcare professionals and potential commissioners:

We have produced a set of three A5-sized, eight-page full-colour FAQ leaflets for healthcare professionals, potential commissioners, and others who’d like to know more about our DadPad resources. Digital versions of each are linked below and hard copies can be ordered from DadPad – please email hannah@thedadpad.co.uk for further information.

DadPad FAQs

Co-ParentPad FAQs

DadPad Neonatal FAQs

Want to know more about DadPad?

We have written – and will continue to write – blog posts which help healthcare professionals, existing and potential commissioners, learn more about our resources, including the theory and research behind them. You can find these via our blog pages under the ‘About DadPad‘ or ‘About Co-ParentPad‘ sections.

DadPad:

Why dads? – an overview of the rationale behind developing a gender-specific resource for male dads, this is a useful blog to read if you’re concerned that the DadPad is in some way exclusionary or not suitable as it does not embrace all parent/family demographics;
Why dads matter– this article looks at some of the many reasons why dads are important, right from the very start of their child’s life, both as a parent to that child and as a supportive and equal co-parent to their partner;
Why dads’ mental health matters – a round-up of some of the key reasons why it’s equally important to support the perinatal mental health of new dads, as well as new mums;
DadPad as a feminist concept– a quick look at some of the reasons why we believe that giving dads the tools, skills, information and confidence that they need in order to be hands on and equal in a caregiving role to their child, both men and women are being empowered and enabled;
Equity in parenting – an overview of how the lack of equality and equity in perinatal care and during the perinatal period can have a real impact on all members of a new family; and
Think Family – a look at how DadPad resources can help perinatal healthcare professionals meet their safeguarding goals, as part of their ‘Think Family’ strategy.

Co-ParentPad:

Developing the Co-ParentPad – an in-depth look at how our ground-breaking Co-ParentPad resource for LGBTQI+ non-birthing parents progressed from an idea through to the tangible, hard copies that we now have available for commissioning teams; and
Why Co-ParentPad? – an ‘explainer’ blog, providing the rationale behind our decision to call this resource the ‘Co-ParentPad’.

DadPad Neonatal:

How the DadPad Neonatal complements the FICare Model – we explain the ways in which we think the DPNN is a fantastic ‘fit’ to help Neonatal Units achieve true equity and equality in working with neonatal parents in partnership.

Product Guides:

Finally, we also have quick blogs providing an overview of our various products:

We hope that these blogs will be useful to you and your teams in a whole range of ways, including: gaining a better understanding of why we are doing what we are doing and producing the resources in the way that we have; and providing teams with core pieces of information, research and evidence (including links to academic and other sources) to support potential applications for funding, grants, etc. You are of course, welcome to quote from our blogs, but please reference the source.