Terms of Use

Last updated: October 18, 2023

Parties

TUFT GLOBAL LIMITED incorporated and registered in England and Wales with company number 12262645 whose registered office is at 120 Bethnal Green Road, London, E2 6DG (Company)
The entity registering as a business user of the Application at tuftapp.com (Client)

Background

The Company is in the business of providing patient optimiser software and optional clinical services.
The Client agrees to obtain and the Company agrees to provide the Service on the terms set out in this agreement.

Agreed terms

1. Interpretation

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions

Affiliate: in relation to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party from time to time.

API Code: an application programme interface code to allow the Client to access the Application

Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force.

Applicable Data Protection Laws: means:

To the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.

To the extent the EU GDPR applies, the law of the law of the European Union or any member state of the European Union to which the Company is subject, which relates to the protection of personal data.

Application: the Tuft Application.

Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Charges: the sums payable for the Service, as set out in Schedule 2.

Client Personal Data: any personal data which the Company processes in connection with this agreement, in the capacity of a processor on behalf of the Client.

Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be construed accordingly.

Deliverables: any output of the Service to be provided by the Company to the Client as specified in Schedule 1 and any other documents, products and materials provided by the Company to the Client in relation to the Service (excluding the Company’s Equipment).

EU GDPR: means the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law.

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Losses: any and all claims (including third party claims), demands, actions, damages and expenses (including, without limitation, expenses of investigation, settlement, any damages awarded by any employment tribunal, litigation, legal fees or any costs in connection thereof);

Service: the service as set out in Schedule 1.

Company Personal Data: any personal data which the Company processes in connection with this agreement, in the capacity of a controller.

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.

Virus:any thing 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, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.8 Unless expressly provided otherwise in this agreement, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

1.9 Unless expressly provided otherwise in this agreement, a reference to legislation or a legislative provision shall include all subordinate legislation made from time to time under that legislation or legislative provision.

1.10 A reference to writing or written includes email.

1.11 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

1.12 A reference to this agreement or to any other agreement or document referred to in this agreement is a reference of this agreement or such other agreement or document, in each case as varied from time to time.

1.13 References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.14 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Commencement and duration

2.1 This agreement shall commence on the date the Client registers as a business user of the Application at tuftapp.com and shall continue, unless terminated earlier in accordance with 14 (Termination), until either party gives 3 months’ written notice to the other. On termination of this Agreement, the Company reserves the right to charge the Client an additional fee of £25.00 if the Company transfers back to the Client data added by or on behalf of the Client to the Company’s systems.

2.2 The Company shall provide the Service to the Client in accordance with this agreement.

3. Intentionally Blank

4. Company’s responsibilities

The Company shall use reasonable endeavours to supply the Service, and deliver the Deliverables to the Client, in accordance with this agreement in all material respects.

5. Client’s obligations

The Client shall:

co-operate with the Company in all matters relating to the Service;
Provide to the Company in a timely manner all documents, information, items and materials in any form (whether owned by the Client or third party) required under Schedule 1 or otherwise reasonably required by the Company in connection with the Service and ensure that they are accurate and complete in all material respects;
Ensure it complies at all times and in all respects with all applicable laws when using the Service, including but not limited to complying with all applicable provisions of EU GDPR and UK GDPR and complying with all laws relating to Intellectual Property Rights when uploading any item to be used by it in relation to the Application, including, but not limited to the Client’s dashboard, notes and notification areas of the Application;
Be solely responsible for the entry, accuracy, updating and security of any information it records in the Client’s dashboard, notes and notification areas of the Application, and to record and keep up to date all services and products supplied to its own clients and prices charged in the Client’s dashboard and notes area of the Application;
Obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable the Company to provide the Service;
Ensure it complies at all times and in all respects with all applicable laws when providing its own products and services using the Application;
Ensure it has in place adequate insurance to cover any claims against it when providing its own products and services using the Application;
Enter in to contracts compliant with all applicable UK legislation with end users of its own products and services provided using the Application, including a statement that the Client and not the Company is responsible for any products or services the Client provides to its end users via the Application or otherwise;
Not access, store, distribute or transmit any Virus or any material during the course of its use of the Application and where applicable the Deliverables, that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- facilitates illegal activity;
- is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
- is otherwise illegal or causes damage or injury to any person or property.
- not permit any of the activities referred to in 5.1(j) above.
use all reasonable endeavours to prevent any unauthorised access to, or use of, the Application and/or the Deliverables and, in the event of any such unauthorised access or use, promptly notify the Company.
only use the Application and Deliverables in accordance with this Agreement.
shall be wholly responsible for installing and setting up its own access to the Application and for any and all costs and fees in connection with accessing and using the Application, including, but not limited to, internet service providers fees, telecommunications fees and the cost of all equipment used by the Client in connection with the Application. Further the Client accepts that the Application and Deliverables and access to them may be subject to limitations, delays and other problems inherent in the use of the Client’s equipment, internet service provider and telecommunications provider.
shall to the extent permitted by law and except as otherwise expressly provided in this agreement, be solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Company’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Client’s network connections or telecommunications links or caused by the internet.
shall ensure that any employee, partner, contractor agent and/or representative of it, is fully appraised, where appropriate, of any obligations or any other liability as set out in this Agreement and shall use all reasonable endeavours to ensure that those obligations are applied accordingly.
Allow the Company access to the Clients appointment and product sales data stored in the Client’s dashboard and notes area of the Application.
If the Company’s performance of its obligations under this agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, the Company shall be allowed an extension of time to perform its obligations equal to the delay caused by the Client.

The Client shall not:

except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Application or, where applicable, any Deliverable in any form or media or by any means; or attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Application; or
access all or any part of the Application or, where applicable, the Deliverables in order to build a product or service which competes with the Application; or
subject to this Agreement, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Application and/or where applicable the Deliverables available to any third party; or
attempt to obtain, or assist third parties in obtaining, access to the Application and/or Deliverables, other than as provided under this Agreement; or
introduce or permit the introduction of any Virus into the Company’s network and information systems.

6. Intentionally Blank

7. Intentionally Blank

8. Charges and payment

8.1 In consideration of the provision of the Service by the Company, the Client shall pay the Charges.

8.2 The Company shall invoice the Client for the Charges at the intervals specified in Schedule 2.

8.3 The Client shall pay each invoice submitted to it by the Company within 14 days of receipt to a bank account nominated in writing by the Company from time to time.

8.4 Without prejudice to any other right or remedy that it may have, if the Client fails to pay the Company any sum due under this agreement on the due date:

8.4.1 the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this 8.7(a) will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%;

8.4.2 the Company may suspend all or part of the Service until payment has been made in full.

8.5 All sums payable to the Company under this agreement:

8.5.1 are exclusive of VAT, and the Client shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice; and

8.5.2 shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

9. Intellectual property rights

In relation to the Application and the Deliverables:

the Company and its licensors, if any, shall retain ownership of all Intellectual Property Rights in the Application and Deliverables as far as applicable;

the Company grants the Client, or shall procure the direct grant to the Client of, a fully paid-up, non-exclusive, royalty-free licence limited to the United Kingdom during the term of this agreement use the Application and Deliverables where appropriate for the purpose of receiving and using the Service; and

the Client shall not sub-license, assign or otherwise transfer the rights granted in 9.1(b).

Intentionally blank.

The Company:

warrants that the receipt, use of the Service, the Application and the Deliverables by the Client shall not infringe the rights, including any Intellectual Property Rights, of any third party;

shall, subject to 13 (Limitation of liability), indemnify the Client in full against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Client arising out of or in connection with any claim brought against the Client for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt, use or supply of the Service, Application and the Deliverables; and

shall not be in breach of the warranty at clause 9.3(a), and the Client shall have no claim under the indemnity at 9.3(b), to the extent the infringement arises from:

any modification of the Application, Deliverables or Service, other than by or on behalf of the Company; and

compliance with the Client’s specifications or instructions, where infringement could not have been avoided while complying with such specifications or instructions and provided that the Company shall notify the Client if it knows or suspects that compliance with such specification or instruction may result in infringement.

Intentionally blank.

If either party (the Indemnifying Party) is required to indemnify the other party (the Indemnified Party) under this 9, the Indemnified Party shall:

notify the Indemnifying Party in writing of any claim against it in respect of which it wishes to rely on the indemnity at 9.3(b) (as applicable) (IPRs Claim);

allow the Indemnifying Party, at its own cost, to conduct all negotiations and proceedings and to settle the IPRs Claim, always provided that the Indemnifying Party shall obtain the Indemnified Party’s prior approval of any settlement terms, such approval not to be unreasonably withheld;

provide the Indemnifying Party with such reasonable assistance regarding the IPRs Claim as is required by the Indemnifying Party, subject to reimbursement by the Indemnifying Party of the Indemnified Party’s costs so incurred; and

not, without prior consultation with the Indemnifying Party, make any admission relating to the IPRs Claim or attempt to settle it, provided that the Indemnifying Party considers and defends any IPRs Claim diligently, using competent counsel and in such a way as not to bring the reputation of the Indemnified Party into disrepute.

10. Changes

The Company reserves the rights to amend any provision of this Agreement in order to comply with changes to applicable laws, to meet its own economic, technical or organisational needs, and/or to introduce new products and services.

11. Data protection

For the purposes of this 11, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

Both parties will comply with all applicable requirements of the Applicable Data Protection Laws. This clause 11 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.

12. Confidentiality

Each party undertakes that it shall not at any time during this agreement, and for a period of two years after termination or expiry of this agreement, disclose to any person any confidential information concerning the business, affairs, suppliers, or clients of the other party, except as permitted by 12.2.

Each party may disclose the other party’s confidential information:

to its employees, officers, representatives, contractors, subcontractors 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 shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this 12; and

as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

13. Limitation of liability

Background to the limits and exclusions on the Company’s liability. The Company has obtained insurance cover in respect of its own legal liability in relation to this Agreement. The limits and exclusions in this clause reflect the insurance cover the Company has been able to arrange and the Client is responsible for making its own arrangements for the insurance of any excess loss.

13.2 Scope of this clause. References to liability in this 13 include every kind of liability arising under or in connection with this agreement including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

No limitations in respect of deliberate default. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

No limitation of the Client’s payment obligations. Nothing in this this 13 shall limit the Client’s payment obligations under this agreement.

13.5 Intentionally Blank

Liabilities which cannot legally be limited. Nothing in this agreement limits any liability which cannot legally be limited, including but not limited to liability for:

death or personal injury caused by negligence;

fraud or fraudulent misrepresentation; and

breach of the terms implied by section 2 of the Supply of Goods and Service Act 1982 (title and quiet possession).

13.7 Cap on the Company’s liability. Subject to 13.3 (no limitations in respect of deliberate default) and 13.6 (liabilities which cannot legally be limited), the Company’s total liability to the Client for all other loss or damage which does shall not exceed the amount for which it is insured under the policy or policies of insurance referred to in clause 13.1 above.

Specific heads of excluded loss. Subject to 13.3 (No limitations in respect of deliberate default), 13.4 (No limitation on the Client’s payment obligations) and 13.6 (Liabilities which cannot legally be limited), this clause 13.8 specifies the types of losses that are excluded:
1. loss of profits;
2. loss of sales or business;
3. loss of agreements or contracts;
4. loss of anticipated savings;
5. loss of use or corruption of software, data or information;
6. loss of or damage to goodwill; and
7. indirect or consequential loss.
8. Exclusion of statutory implied term. The terms implied by sections 3, 4 and 5 of the Supply of Goods and Service Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.
9. No liability for claims not notified within three months. Unless the Client notifies the Company that it intends to make a claim in respect of an event within the notice period, the Company shall have no liability for that event. The notice period for an event shall start on the day on which the Client became, or ought reasonably to have become, aware of the event having occurred and shall expire three months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
14. Termination
1. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
  1. the other party commits a material breach of any term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;
  2. (b) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
  3. the other party 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 or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as if the words “it is proved to the satisfaction of the court” did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986;
  4. the other party 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 other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
  5. the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
  6. 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 that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
  7. 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 if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
  8. the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
  9. a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;
  10. a creditor or encumbrancer of the other party 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 the other party’s assets and such attachment or process is not discharged within 14 days;
  11. (k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in 14.1(c) to clause 14.1(i) (inclusive);
  12. the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
  13. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
2. 14.2 For the purposes of 14.1(a) material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from a substantial portion of this agreement.
3. Without affecting any other right or remedy available to it, the Company may terminate this agreement with immediate effect by giving written notice to the Client if:
  1. the Client fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment; or
  2. there is a change of Control of the Client.

14.4. Either party may terminate this Agreement by giving 4 week’s written notice to the other.

15. Obligations on termination and survival
1. Obligations on termination or expiry

On termination or expiry of this agreement:

the Client shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of the Service supplied but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt; and
- the Client shall immediately stop its use of the Application and the Deliverables.
- Survival
  - On termination or expiry of this agreement, the following clauses shall continue in force: 1 (Interpretation), 9 (Intellectual property rights), 12 (Confidentiality), 13 (Limitation of liability), this clause 15, 19 (Waiver), 21 (Severance), 23 (Conflict), 28 (Multi-tiered dispute resolution procedure), 29 (Governing law) and 30 (Jurisdiction).
  - Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
16. Force majeure
- Force Majeure Event means any circumstance not within a party’s reasonable control including, without limitation:
  - acts of God, flood, drought, earthquake or other natural disaster;
  - epidemic or pandemic;
  - terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
  - nuclear, chemical or biological contamination or sonic boom;
  - any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
  - collapse of buildings, fire, explosion or accident;
  - (g) 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);
  - (h) non-performance by suppliers or subcontractors (other than by companies in the same group as the party seeking to rely on this clause); and
  - interruption or failure of utility service.
- Provided it has complied with 16.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
- 16.3 Intentionally blank.
- The Affected Party shall:
  - as soon as reasonably practicable after the start of the Force Majeure Event but no later than 7 days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
  - use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
- If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than 4 weeks, the party not affected by the Force Majeure Event may terminate this agreement by giving 4 weeks’ written notice to the Affected Party.
17. Assignment and other dealings
- This agreement is personal to the Client and the Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.
- The Company may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this agreement, provided that the Company gives prior written notice of such dealing to the Client.
18. Variation

Subject to clause 10 (Changes), no variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

19. Waiver
1. A waiver of any right or remedy under this agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
2. A failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.
3. 19.3 A party that waives a right or remedy provided under this agreement or by law in relation to one party, or takes or fails to take any action against that party, does not affect its rights in relation to any other party.
20. Rights and remedies

The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

21. Severance
- If any provision or part-provision of this agreement 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 this agreement.
- If any provision or part-provision of this agreement is deemed deleted under 21.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
22. Entire agreement
- This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
23. Conflict

If there is an inconsistency between any of the provisions of this agreement and the provisions of the Schedules, the provisions of this agreement shall prevail.

24. No partnership or agency
- Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
- Each party confirms it is acting on its own behalf and not for the benefit of any other person.
25. Third party rights
- Unless it expressly states otherwise, this agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
- The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.
26. Notices
- Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be:
  - delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
  - sent by email to the address specified in Schedule 1.
- Any notice or communication shall be deemed to have been received:
  - if delivered by hand, at the time the notice is left at the proper address;
  - 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
  - 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. In this 26.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
- This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
- A notice given under this agreement is not valid if sent by email.
27. Counterparts
- This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
- A counterpart maybe signed using DocuSign, or any other electronic means as agreed between the parties.
- 27.3 Transmission of an executed counterpart of this agreement (but for the avoidance of doubt not just a signature page) by (a) DocuSign or other agreed electronic signature or (b) email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed “wet-ink” counterpart of this agreement. If this method of transmission is adopted, without prejudice to the validity of the agreement thus made, each party shall on request provide the other with the “wet-ink” hard copy original of their counterpart.
- 27.4 No counterpart shall be effective until each party has executed and delivered at least one counterpart.
28. Multi-tiered dispute resolution procedure
- If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute) then except as expressly provided in this agreement, the parties shall follow the procedure set out in this clause:
  - either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On service of the Dispute Notice, a senior representative of the Client, but not a professional advisor, and CFO of the Company shall attempt in good faith to resolve the Dispute;
  - if the senior representative of the Client and CFO of the Company are for any reason unable to resolve the Dispute within 30 days of service of the Dispute Notice, the Dispute shall be referred to a more senior representative of the Client, but not a professional advisor, and the CEO of the Company who shall attempt in good faith to resolve it; and
  - if the more senior representative of the Client and the CEO of the Company are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR.
- No party may commence any court proceedings under clause 30 (Jurisdiction) (in relation to the whole or part of the Dispute until 90 days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay.
- If the Dispute is not resolved within 90 days after service of the ADR notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 90 days, or the mediation terminates before the expiration of the said period of 90 days, the Dispute shall be finally resolved by the courts of England and Wales in accordance with 30 (Jurisdiction).
29. Governing law

This agreement 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 construed in accordance with the law of England and Wales.

30. Jurisdiction

Without prejudice to clause 28 (Multi-tiered dispute resolution procedure) 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 this agreement or its subject matter or formation.

This agreement has been entered into on the date stated in clause 2.1.

Service Details

Service.

Access to the Application to enable the Client to offer its services and products to registered consumer users of the Application, and to store on the Company’s systems the Client’s own clients’ details and to provide sms/email notifications to the Client’s own clients of pending appointments.

2. Deliverables: Access to the Application by use of an API Code.

Charges, costs and payment

A £30 or £42 monthly subscription for Premium or Multi respectively. Billable monthly in advance.

5% commission on any product sold by the Client to any of its clients via the Application. Billable in the month the product is sold.