Serve MESA models locally
License Sources
| Source | License | Class |
|---|---|---|
Licensie (detected) | Pending | - |
PyPI (reported) | Not reported | - |
License detection is still in progress for this version.
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License File
# PLEASE READ THESE TERMS OF SERVICE ("TERMS") CAREFULLY BEFORE USING THE LICENSED SOFTWARE
* 1\. What's in these Terms?
* 1.1\. These Terms tell you the rules for using the Licensed Software (as defined below).
* 1.2\. Capitalised terms have the meanings set out in clause 31 below.
* 2\. Who we are and how to contact us
* 2.1\. Guy's and St Thomas' NHS Foundation Trust of Guy's Hospital, located at Great Maze Pond, London, SE1 9RT (the "Licensor"). If you have any questions about these Terms, you can write to us using the contact details in clause 25.
* 3\. Acceptance of these Terms
* 3.1\. By clicking the ['I accept these Terms'] button below or by accessing or using the Licensed Software, or by creating, using or distributing a Derivative of the Licensed Software, you confirm that you accept these Terms and that you agree to comply with them.
* 3.2\. In these Terms, references to 'you' and 'Licensee' are references to the relevant NHS Organisation and each of its employees, officers and contractors authorised to Use the Licensed Software.
* 4\. Licence of the Licensed Software
* 4.1\. In consideration of the Licensee agreeing to comply with the Terms, the Licensor grants the Licensee a non-exclusive, non-transferable, revocable, royalty-free licence to Use the Licensed Software for the Term and for the Purpose within the Territory, subject to the Terms.
* 4.2\. The Licensee may make one backup copy of the Licensed Software as may be necessary for its lawful use. The Licensee shall record the location of the copy of the Licensed Software and take reasonable steps to prevent unauthorised copying.
* 4.3\. The Licensor grants the licence to the Licensee under clause 4.1. free of charge.
* 4.4\. The Licensee shall not use the Licensed Software other than as specified in these Terms, unless with the Licensor's prior written consent for the additional use.
* 4.5\. The Licensor authorises the Licensee to communicate any Results of its Use of the Licensed Software to its review boards, networks, or relevant authorities, where required.
* 5\. Licensee obligations
* 5.1\. The Licensee shall comply with all applicable laws, regulations and guidelines applicable to its use of the Licensed Software in accordance with the Terms, including all relevant NHS and British Medical Association guidelines relating to the handling of patient data and any laws concerning use of artificial intelligence.
* 5.2\. The Licensee shall not:
* (A) redistribute the Licensed Software [to a third party] including as part of any other software package, product or service;
* (B) modify or alter, reverse engineer, decompile, or extract weight values or intermediate representations from the Licensed Software, except to the extent permitted by law and the Terms.
* (C) reproduce, copy, sell, sublicense, lease, display, transfer or distribute the Licensed Software, or any derivative works thereof (or attempt to do any such thing), except as expressly permitted by the Terms and to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988), such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Licensed Software with another software program, provided that the information obtained by the Licensee during such activities i) is used only for the purpose of achieving inter-operability of the Licensed Software with another software program; ii) is not unnecessarily disclosed or communicated without the Licensor's prior written consent to any third party; and iii) is not used to create any software which is substantially similar to the Licensed Software. Any use of the Licensed Software beyond the scope of the Terms is strictly prohibited.
* 6\. Safeguarding
* 6.1\. The Licensed Software may contain embedded digital watermarks or identifiers used to verify authenticity and detect unauthorised distribution. The Licensee shall not remove, alter, or obscure such identifiers.
* 6.2\. The Licensee shall ensure that any Derivative is used and distributed in accordance with the Terms.
* 6.3\. Where the Licensee deploys the Model Files in an application or service accessible to third parties, it shall do so only via secure interfaces and shall not expose the raw Model Files or parameters to such third parties.
* 6.4\. [Should the Licensee acquire data from a private or external source, they must notify the Licensor, as this activity falls outside the defined Purpose and the scope this Agreement. Such activity is subject to a separate licence fee with the Licensor, either on a per project basis or for a specified period. Such terms to be agreed on fair and reasonable terms.]
* 6.5\. The Licensee shall grant the Licensor and its professional advisers access at reasonable times (on reasonable prior notice) to the Licensee's premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Licensee, so as to enable the Licensor and its professional advisers to examine them and to take copies (at the Licensee's expense) for the purpose of auditing the Licensee's compliance with the Terms.
* 7\. Warranties
* 7.1\. The Licensed Software is provided on an "as is" basis, without warranties or representations as to the completeness, accuracy, reliability or performance of the Licensed Software or the Licensee Results.
* 7.2\. The Licensee understands that the Licensor is under no obligation to update or improve the Licensed Software or provide validation data. Reasonable requests for updates may be submitted in writing and considered at the Licensor's discretion.
* 7.3\. The Licensor shall not be liable for any outcomes, decisions or actions taken by the Licensee based on the Licensed Software or the Licensee Results. Use of the Licensed Software by the Licensee, its personnel or representatives is entirely at the Licensee's own risk.
* 7.4\. The Licensee warrants that it shall implement reasonable technical and organisational measures to safeguard the Licensed Software against unauthorised access, copying or disclosure ('Security Breach'). In the event of a Security Breach, the Licensee shall promptly notify the Licensor, and the Licensor may suspend the Licensee's access to the Licensed Software until (in the sole opinion of the Licensor), the Security Breach has been resolved
* 7.5\. The Licensee warrants and represents that it will not use the Licensed Software for unlawful, unethical or discriminatory purposes, or in a manner that infringes the rights of third parties.
* 7.6\. The Licensee warrants and represents that it will not engage in commercial exploitation of the Licensed Software or carry out or permit redistribution of the Licensed Software by third parties.
* 8\. Publication Rights
* 8.1\. The Licensee may publish the Licensee Results, including in academic, professional, or public formats.
* 8.2\. The Licensee shall not publish (either in whole or in part) the Licensed Software, including details of its structure, individual questions or response options without the prior written consent of the Licensor.
* 8.3\. All publications of the Licensee Results must include appropriate acknowledgment of the Licensor as the owner of the Licensed Software and all relevant copyright notices notified by the Licensor to the Licensee from time to time, unless otherwise agreed in writing.
* 8.4\. The Licensee shall provide the Licensor with a draft copy of each intended publication of the Licensee Results at least sixty (60) days prior to submission or public release of the Licensee Results, solely for the purpose of the Licensor identifying any of the Licensor's Confidential Information or sensitive information. The Licensor shall have [30] days from receipt of the draft copy of each publication to either approve or object to the publication of the Licensee Results, and the Licensee shall not publish the Licensee Results unless and until it has removed all Licensor sensitive and Confidential Information from the Licensee Results.
* 8.5\. Neither Party may use the name* (s), logos, trademarks or product brand names of the other Party on any publicity or advertising, or make any public statements in relation to the same, without the prior written consent of the other Party.
* 9\. Intellectual Property Rights
* 9.1\. The Licensee acknowledges and agrees that the Intellectual Property Rights in the Licensed Software (including all Improvements made by the Licensor) shall remain vested in the Licensor (or the relevant third-party owners as the case may be). The Licensee acknowledges that it has no ownership rights in the Licensed Software, other than the rights expressly granted under the Terms.
* 9.2\. The Licensor may take such steps as it may decide from time to time, and at its own expense, to register and maintain any protection for the Intellectual Property Rights in the Licensed Software, including filing and prosecuting patent applications.
* 9.3\. The Intellectual Property Rights in the Data and the Licensee Results shall be owned by the Licensee, and the Licensee may take such steps as it may decide from time to time, and at its own expense, to register and maintain any protection for the Intellectual Property Rights in the Data and the Licensee Results, including filing and prosecuting patent applications.
* 9.4\. The Licensee shall ensure that all copyright and proprietary notices contained in the Licensed Software are retained in any copies of the Licensed Software or Derivatives.
* 9.5\. The Licensee shall have no right to access the Licensed Software in source code form.
* 10\. Confidentiality and Data Protection
For the purpose of this clause 10, 'controller', 'data subject', 'personal data' and 'processing' have the meanings given to them in the Data Protection Legislation.
* 10.1\. The Licensee shall treat the Model Files as Confidential Information unless the Licensor has confirmed otherwise in writing.
* 10.2\. The Licensee acknowledges and agrees that:
* (A) for the purpose of the Data Protection Legislation, the Licensee is a controller of all personal data processed by the Licensee as part of the Data and the Licensee Results;
* (B) the Licensee shall comply with its obligations under Data Protection Legislation in relation to the processing of the above personal data; and
* (C) the Licensee shall adhere to the principles and requirements of UKGDPR, DPA 2018 and specifically, Article 22A, 22B, 22C and 22D (legal framework for automated decision-making) as amended by the Data Use and Access Act (2025); and
* (D) the Licensee shall provide appropriate privacy notices to data subjects relating to the processing of the above personal data, in compliance with Data Protection Legislation.
* 10.3\. The provisions of this clause shall not apply to any Confidential Information that:
* (A) is or becomes generally available to the public (other than as a result of its disclosure by the Licensee or its Representatives in breach of this clause);
* (B) was available to the Licensee on a non-confidential basis before disclosure by the Licensor;
* (C) was, is or becomes available to the Licensee on a non-confidential basis from a person who, to the Licensee's knowledge, is not bound by a confidentiality agreement with the Licensor or otherwise prohibited from disclosing the information to the Licensee;
* (D) the Parties agree in writing is not confidential or may be disclosed; or
* (E) is developed by or for the Licensee independently of the information disclosed by the Licensor.
* 10.4\. The Licensee shall keep the Confidential Information secret and confidential at all times and shall not:
* (A) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with the Terms ("Permitted Purpose"); or
* (B) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 10.
* 10.5\. The Licensee may disclose the Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
* (A) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
* (B) it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations set out in this clause as if they were a party to this Agreement, and at all times, it is liable for the failure of any Representatives to comply with the obligations set out in this clause.
* 10.6\. The Licensee may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Licensor as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.6\., it takes into account the reasonable requests of the Licensor in relation to the content of such disclosure.
* 10.7\. The Licensor reserves all rights in the Confidential Information. No rights or obligations in respect of the Confidential Information other than those expressly stated in the Terms are granted to the other Party or are to be implied from the Terms.
* 10.8\. On termination or expiry of the Terms, the Licensee shall:
* (A) destroy or return to the Licensor all documents and materials (and any copies) containing, reflecting, incorporating or based on the Confidential Information;
* (B) erase all the Confidential Information from its computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
* (C) certify in writing to the Licensor that it has complied with the requirements of this clause, provided that it may retain documents and materials containing, reflecting, incorporating or based on the Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by the Licensee.
* 10.9\. The provisions of this clause 10 shall continue to apply after termination of the Terms.
* 11\. Liability indemnity and insurance
* 11.1\. Nothing in these Terms shall limit either Party's liability for:
* (A) death or personal injury caused by negligence;
* (B) fraud or fraudulent misrepresentation;
* (C) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
* (D) any other liability which may not be excluded by law.
* 11.2\. Subject to clause 11.1., and to the fullest extent permitted by law, the Licensor shall not be liable to the Licensee for any costs, expenses, loss or damage (whether direct, indirect or consequential and whether economic or other) arising from the Licensee's exercise of the rights granted to it under the Terms.
* 11.3\. Subject to clause 11.1., the Licensor shall not in any circumstances have any liability for any losses or damages which may be suffered by the Licensee which fall within any of the following categories:
* (A) special damage even if the Licensor was aware of the circumstances in which such special damage could arise;
* (B) loss of profits;
* (C) loss of anticipated savings;
* (D) loss of business opportunity;
* (E) loss of goodwill;
* (F) loss or corruption of data or information; and
* (G) wasted expenditure,
* 11.4\. The total liability of the Licensor, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed fifty thousand pounds sterling (£50,000).
* 11.5\. The Licensee shall indemnify the Licensor against all direct liabilities, costs, expenses, damages and losses (and all reasonable professional costs and expenses) suffered or incurred by the Licensor arising out of or in connection with:
* (A) the Licensee's exercise of the rights granted to it under the Terms;
* (B) the Licensee's breach or negligent performance or non-performance of the Terms; and
* (C) the enforcement of the Terms.
* 11.6\. The indemnity in clause 11.5. shall not include indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis).
* 11.7\. Liability under this indemnity is conditional on the Licensor discharging the following obligations:
* (A) If any third party makes a claim, or notifies an intention to make a claim, against the Licensor which may reasonably be considered likely to give rise to a liability under this indemnity ("Claim"), the Licensor shall:
* (i) as soon as reasonably practicable, give written notice of the Claim to the Licensee, specifying the nature of the Claim in reasonable detail;
(ii) not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Licensee (such consent not to be unreasonably conditioned, withheld or delayed), provided that the Licensor may settle the Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the Licensee, but without obtaining the Licensee's consent) if the Licensor reasonably believes that failure to settle the Claim would be prejudicial to it in any material respect; and
(iii) subject to the Licensee providing security to the Licensor to the Licensor's reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, take such action as the Licensee may reasonably request to avoid, dispute, compromise or defend the Claim.
* 11.8\. The Licensee shall maintain its membership to the NHS Resolution insurance policies to support its liabilities under the Terms.
* 11.9\. Nothing in this clause shall restrict or limit the Licensor's general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.
* 12\. Additional Licensee obligations
* 12.1\. The Licensee acknowledges and agrees that the exercise of the licence granted to the Licensee under the Terms is subject to all applicable laws, enactments, regulations and other similar instruments in the Territory, and the Licensee understands and agrees that it shall at all times be solely liable and responsible for such due observance and performance.
* 13\. Sub-licensing
* 13.1\. The Licensee shall not grant any sub-licences under the Terms, without the prior written consent of the Licensor.
* 14\. Assignment and other dealings
* 14.1\. The Licensee shall not assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Terms.
* 14.2\. The Licensor may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Terms, provided that it gives prior written notice of such dealing to the Licensee.
* 14.3\. The Licensee shall, at the Licensor's request, execute any agreements or other instruments which may be required in order to give effect to or perfect any assignment, transfer, mortgage, charge or other dealing referred to in clause 14.2.
* 15\. Duration and termination
* 15.1\. These Terms shall be effective on the date of acceptance of the Terms in accordance with clause 3.1. ("Acceptance Date") and shall remain in force unless and until terminated in accordance with clause 15.2. or clause 15.3. (the "Term").
* 15.2\. The Licensor shall have the right to terminate the Terms on giving the Licensee not less than 1 (one) month's written notice of termination.
* 15.3\. Without prejudice to any rights that have accrued under the Terms or any of its rights or remedies, the Licensor may terminate the Terms immediately by giving written notice to the Licensee if any of the following circumstances occurs:
* (A) the Licensee commits a material breach of the Terms and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) calendar days after being notified in writing to do so;
* (B) the Licensee suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;
* (C) the Licensee commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
* (D) the Licensee applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
* (E) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding-up of the Licensee other than for the sole purpose of a scheme for a solvent amalgamation of the Licensee with one or more other companies or the solvent reconstruction of the Licensee;
* (F) an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the Licensee;
* (G) the holder of a qualifying floating charge over the assets of the Licensee has become entitled to appoint or has appointed an administrative receiver;
* (H) a person becomes entitled to appoint a receiver over all or any of the assets of the Licensee or a receiver is appointed over all or any of the assets of the Licensee.
* (I) a creditor or encumbrancer of the Licensee attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within fourteen (14) calendar days;
* (J) any event occurs, or proceeding is taken, with respect to the Licensee in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.3. (B) to clause 15.3. (I) (inclusive);
* (K) the Licensee suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
* (L) there is a change of control of the Licensee (within the meaning of section 1124 of the Corporation Tax Act 2010);
* 16\. Effect of Termination and Survival
* 16.1\. On termination of the Terms for any reason and subject to any express provisions set out elsewhere in the Terms:
* (A) all rights and licences granted pursuant to the Terms shall cease;
* (B) the Licensee shall immediately cease using, accessing, displaying or otherwise making available the Licensed Software, including ceasing all activities authorised by the Terms; and
* (C) within ten (10) Business Days after expiration or termination, the Licensee shall remove or render inaccessible the Licensed Software (including all copies of the Licensed Software) from its systems, in any and all forms, and produce a written certification that all such materials have been destroyed or rendered inaccessible.
* 16.2\. Any provision of the Terms that expressly or by implication is intended to come into or continue in force on or after termination of the Terms shall remain in full force and effect.
* 16.3\. Termination of the Terms shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Terms which existed at or before the date of termination.
* 17\. Further assurance
* 17.1\. At its own expense, each Party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to the Terms.
* 18\. Waiver
* 18.1\. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
* 18.2\. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
* 19\. Entire agreement
* 19.1\. These Terms constitutes the entire agreement between the Parties and supersede and extinguish all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
* 19.2\. Each Party acknowledges that in entering into the Terms it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) of any person (whether a party to the Terms or not) other than is expressly set out in these Terms. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Terms.
* 20\. Variation
* 20.1\. The Terms may be varied by the Licensor by giving written notice to the Licensee.
* 21\. Severance
* 21.1\. If any provision or part-provision of the Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Terms.
* 21.2\. If one Party gives notice to the other of the possibility that any provision or part-provision of the Terms is deemed deleted under clause 21.1. the Parties shall negotiate in good faith and agree a replacement provision that, to the greatest extent possible, achieves the intended result of the original provision.
* 22\. Third party rights
* 22.1\. No one other than a Party to the Terms shall have any right pursuant to the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
* 23\. No partnership or agency
* 23.1\. Nothing in the Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute either Party the agent of the other Party, or authorise either Party to make or enter into any commitments for or on behalf of the other Party.
* 23.2\. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
* 24\. Force majeure
* 24.1\. Neither Party shall be in breach of the Terms or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for thirty (30) calendar days, the Party not affected may terminate the Terms by giving thirty (30) calendar days written notice to the affected Party.
* 25\. Notices
* 25.1\. Any notice given to a Party under or in connection with the Terms shall be in writing and shall be:
* (A) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if an NHS TRUST) or its principal place of business (in any other case); or
* (B) sent by email to the following addresses (or an address substituted in writing by the Party to be served):
* (i) Licensor:
Director of Innovation
Centre for Innovation, Transformation and Improvement
Guy's and St Thomas' NHS Foundation Trust
Education Centre, 10th Floor,
75-79 York Rd,
London SE1 7NJ
Email: <commercialinnovation@nhs.net>
* (ii) Licensee: the applicable contact details as communicated by the Licensee to the Licensor from to time.
* 25.2\. Any notice shall be deemed to have been received:
* (A) if delivered by hand, at the time the notice is left at the proper address;
* (B) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
* (C) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
* 25.3\. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
* 26\. Inadequacy of damages
* 26.1\. Without prejudice to any other rights or remedies that the other Party may have, each Party acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the Terms by them. Accordingly, each Party shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this the Terms.
* 27\. Dispute Resolution
* 27.1\. In the event of any dispute or difference between the Parties arising in connection with the Terms, the authorised representatives of the Parties will discuss and meet as appropriate to try to resolve the dispute within seven (7) calendar days of being requested in writing by any Party to do so. If the dispute remains unresolved, it will then be referred to the senior manager from each of the Parties who will use all reasonable endeavours to resolve the dispute within a further fourteen (14) calendar days.
* 27.2\. Where the Parties are unable to resolve a dispute in accordance with Clause 27.1., the Parties will refer the dispute to mediation in accordance with the Centre for Effective Dispute Resolution Model Mediation Procedure.
* 27.3\. Each Party shall bear its own costs in relation to the settlement of any disputes and the Parties shall share equally the costs of any independent third party involved to assist in the resolution of the dispute, unless the independent third party directs that costs be apportioned differently.
* 27.4\. Any decision reached in accordance with this Clause 27 shall be final and binding upon the Parties.
* 28\. Remedies
* 28.1\. Except as expressly provided in the Terms, the rights and remedies provided under the Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
* 29\. Governing law
* 29.1\. The Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and be construed in accordance with the law of England and Wales.
* 30\. Jurisdiction
* 30.1\. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Terms or its subject matter or formation.
* 31\. Interpretation
The following definitions and rules of interpretation apply in the Terms.
* 31.1\. Definitions:
| | |
|---|---|
| Business Day | means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. |
| Business Hours | means the period from 9.00 am to 5.00 pm on any Business Day. |
| Confidential Information: | means all confidential information (however recorded or preserved) disclosed by the Licensor or its Representatives (as defined below) to the Licensee and the Licensee's Representatives whether before or after the Acceptance Date in connection with the Terms, and including i) the existence and terms of these Terms or any agreement entered into in connection with the Terms; and ii) any information (whether or not technical) that would be regarded as confidential by a reasonable business person. |
| Data | means the data generated by the Licensee as part of the Licensee's normal course of business, and inputted into the Licensed Software for the Purpose. |
| Data Protection Legislation | means the UK GDPR (as defined in section 3(10) and supplemented in section 205(4) of the Data Protection Act 2018 ('DPA')), the DPA, the Data (Use and Access) Act 2025, and all other applicable privacy and data protection laws in the UK (as amended from time to time), including all guidance and codes of practice issued by the relevant supervisory authority. |
| Derivative | software, products or services incorporating the Licensed Software. |
| Improvement | means any improvement, modification, translation, update, upgrade, new version, enhancement or other derivative work. |
| Intellectual Property Rights | means patents, trademarks, trade names, service marks, domain names copyrights, moral rights, rights in and to databases (including rights to prevent the extraction or reutilisation of information from a database), design rights, topography rights and all rights or forms of protection of a similar nature or having equivalent or the similar effect to any of them which may subsist anywhere in the world, whether or not any of them are registered and including applications for registration of any of them. |
| Licensee | means the relevant NHS Organisation and each of its employees, officers and contractors authorised to Use the Licensed Software. |
| Licensee Results | means the outputs of the Licensed Software generated by the Licensee using the Data, including, without limitation, any reports generated under the Terms. |
| Licensed Software | means the fine-tuned large language OncoLlama AI (LLM deployment package), including the related Model Files, and any Improvements and any model, prompt or schema, which has been developed by the Licensor's London AI Centre, and as further described in Schedule 1. |
| Model Files | means any computer files or digital artefacts containing a trained artificial intelligence model, including its weights, parameters, configuration data, checkpoints, and any associated files required for loading, executing, or fine-tuning the Licensed Software, as protected by copyright and other intellectual property rights under the laws of the Territory. |
| NHS Organisations | means the relevant NHS trust organisation, integrated care system, integrated care board or NHS England. |
| Party | means either the Licensor or the Licensee (and 'Parties' shall mean both the Licensor and Licensee). |
| Purpose | means for: i) research and teaching purposes; and ii) the Licensee's normal course of business, subject to the Terms. |
| Representatives | means, in relation to a Party, its employees, officers, contractors, subcontractors, representatives and advisers. |
| Term | means the period from the Acceptance Date until termination in accordance with clause 15.2. or clause 15.3. |
| Territory | means the United Kingdom. |
| Use | means the following non-commercial uses: • reviewing clinical documents and extracting medical data and insights; • deployment onto Licensee's internal IT systems and business infrastructure; • integration into products and services; and • writing custom code. |
* 31.2\. Clause, Schedule and paragraph headings shall not affect the interpretation of the Terms.
* 31.3\. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.
* 31.4\. The Schedule forms part of and shall have effect as if set out in full in the body of the Terms. Any reference to the Terms includes the Schedule.
* 31.5\. Unless the context otherwise requires:
* (A) words in the singular include the plural and, in the plural, include the singular; and
* (B) a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time, and shall include all subordinate legislation made from time to time under that legislation or legislative provision.
* 31.6\. Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
* 31.7\. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
## Schedule 1 The Licensed Software
OncoLlama is a fine-tuned LLM developed by London AI Centre @ Guy's and St Thomas' NHS Trust. Built on open-source Llama 3.1, it is trained on thousands of synthetic documents covering common and rare disease presentations. The model converts free text into structured records containing disease facts (e.g. diagnosis, staging, grade, metastases), biomarkers (e.g. PD-L1, HER2, EGFR mutations), temporal events (e.g. progression, toxicity, treatments), and patient data (e.g. comorbidities, symptoms, outcomes). This model has demonstrated exceptional performance, including in validation on 800 document samples across 20 cancer types (lung, liver, gallbladder, oesophagus, breast, uterine, cervix, ovary, colorectal, prostate, bladder, kidney, stomach, pancreatic, thyroid, melanoma, mesothelium, lymphomas, myelomas, and leukaemias), averaging >98.5% accuracy across all fields. The model can subsequently link to standard vocabularies such as ICD-O-3 and SNOMED, enabling interoperability across systems.
## DESCRIPTION
### Large Language Model (LLM) Framework
OncoLlama is built using a custom framework developed by London AI Centre @ Guy's and St Thomas' NHS Trust. This framework has several characteristics:
1. The framework enables mass synthetic data generation, and all fine-tuning is performed on synthetic data. This means that the model itself, prior to deployment, does not touch real patient data.
2. The model is trained in the cloud, before being imported into NHS firewalls for deployment.
3. Models are small parameter, which means they can be run locally in a fully private matter.
4. The framework includes expert designed 'schema' for extracting and structuring data, that in themselves contain a substantial amount of intellectual input from clinical domain and machine learning experts, and a prompt framework around this.
This framework is physically contained in code repositories and documentation and is being used to train other LLMs that are adapted for specified domains, including extracting general comorbidities, general medical histories, clinical coding, and rare diseases.
PLEASE NOTE THAT THE LLM DOES NOT WORK WITHOUT BEING ATTACHED TO THE SPECIFIC SCHEMA AND PROMPTS.
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ONCOLLAMA AI MODEL SOFTWARE PACKAGE Version 1.0.0.
Date of release 05/12/2025.
© 2025 Guy's and St Thomas' NHS Foundation Trust. All Rights Reserved.