Pet Parent App
Terms of Use
This notice is made, and these terms are published by Nordhealth Finland Oy, a company incorporated in Finland with company number 1733917-4, whose email address is support@provetcloud.com. Our website is located at https://nordhealth.com/ (Website). Nordhealth Finland Oy is registered for VAT with VAT number FI17339174.
These terms are important because, when you accept them by clicking on the Accept box on the Application, they create a binding agreement between you and us. If you are in any doubt about what these terms mean, you should seek legal advice.
1. INTERPRETATION
1.1 The definitions and rules of interpretation in Schedule 1 (Glossary) apply.
1.2 References to we are to [Nordhealth OY], and to you are to the person has accepted these terms, and similar expressions shall be construed accordingly.
2. DURATION
The Agreement comes into force when you accept these terms by clicking on the Accept box on the Application and remains in force until terminated in accordance with its terms.
3. SERVICE
3.1 Us of the Application
3.1.1 Subject to the Agreement, you may use the Application for so long as we make the Application available.
3.1.2 Subject to compliance by you with the Agreement, we hereby grant you a non-exclusive, non-transferable, and personal licence to use the Application for any one or more of the following purposes only:
(a) to upload to the Application details of your Animal, which are accurate, complete, and not misleading to any reasonable person;
(b) to read and export information relating to your Animal made available by Clinics;
(c) to communicate with Clinics, including in relation to the making of appointments and the treatment of your Animal; and
(d) such other features of the Application which we release from time to time.
3.1.3 Nothing in this Agreement removes the need for you to acquire at your cost the necessary rights to use any other software, works or materials, services, or equipment required for the use of the Application in accordance with the Agreement.
3.2 Protection of our interest in the Application
3.2.1 You must not:
(a) except to the extent permitted by Regulations, adapt, translate, arrange, or alter the Application, reverse engineer, decompile or disassemble the Application;
(b) do any unauthorised act in relation to the Application;
(c) circumvent or avoid the use of any security device or process designed to protect against unauthorised or unlawful use of the Application;
(d) use the Application for the benefit of any third party, including for, or in connection with, the provision of services which consist in whole or part in the use of the Application; or
(e) use the Application otherwise than for the Purposes and otherwise than in accordance with the Agreement.
3.2.2 References in the previous clause to the doing of any act includes any attempt to do so, or to cause or permit any third party to do, or to attempt, the act in question.
3.3 Grant of licence by you
3.3.1 You hereby grant us a non-exclusive licence to:
(a) use, copy, and disclose Your Data to Clinics and otherwise for so far as reasonably required to make available the Application in connection with your use of it under the Agreement; and
(b) compile and use data relating to the use of the Application by you, including by the use of Google Analytics, for the purpose of aggregating the data with data relating to use of the Application by other customers, analysing use of the Application, and preparing documents and reports relating to the Application, and disclosing and otherwise exploiting those documents and reports, but not to disclose your identity.
3.3.2 Any act within the scope of the licence to which clause 3.3.1 may done on our behalf of by our employees, agents, and contractors, and providers of services to us.
3.3.3 More information about how we use cookies can be found at https://nordhealth.com/privacy/ (Cookie Policy).
4. NO CHARGES
Use of the Application is free of charge.
5. PERFORMANCE
5.1 Availability and quality
The Application is available in such form as we release from time to time, and we give no assurance (whether by way of representation, warranty, undertaking or otherwise) as to the operation, availability, quality, conformance to description or sample, functionality, or performance, of the Application.
5.2 Suspension of the Application
We may suspend the access to or use of the Application if we determine that use of the Application:
5.2.1 is in breach of the Agreement;
5.2.2 poses a security risk;
5.2.3 is adversely impacting or may adversely impact (as appropriate) the Application or any service provided by us to a third party;
5.2.4 is in breach of Regulations; or
5.2.5 where we determine that it is in our legitimate interests to do so.
6. USE OF THE SERVICE
6.1 When using the Application, you must:
6.1.1 do so in accordance with Regulations;
6.1.2 use all reasonable means to prevent unauthorised or illegal use of your account on the Application; and
6.1.3 take responsibility for all access to and use of the Application on or through your account, whether or not by you or authorised by you.
6.2 If any passwords or other security information relating to your account is disclosed or used without authorisation, or there are reasonable grounds to believe that to be the case, you must notify us immediately, giving reasonable details of the circumstances, including the information the security, integrity, and confidentiality of which has or may have been compromised.
6.3 You must not store, distribute, or transmit through the Application any Virus or any material that is unlawful, harmful, threatening, defamatory, obscene, infringes the property or rights of third parties, is harassing or racially or ethnically offensive, facilitates illegal activity, promotes discrimination, constitutes advertising, or breaches Regulations.
6.4 We may at any time remove, take-down, or delete from the Application any of Your Data or material for any reason which is in breach of clause 6.3.
6.5 We may report suspicious use to the police and other appropriate agencies.
7. TERMINATION
7.1 Withdrawal of the Application
We may at any time discontinue making the Application available, in which case:
7.1.1 we shall provide as much notice as is reasonable up to sixty (60) days; and
7.1.2 the Agreement terminates on the date of discontinuance.
7.2 Termination for breach
We may by giving notice to you terminate the Agreement as from the date of expiry of the notice if you commit a breach of the Agreement which, in the case of a breach capable of remedy, is not remedied within thirty (30) days after we have given you notice containing details of the breach and requiring the breach to be remedied.
7.3 Your right to terminate the Agreement
You may terminate the Agreement by notice to us at any time.
8. CONSEQUENCES OF TERMINATION
8.1 Accrued rights and survival
Termination of the Agreement:
8.1.1 does not affect the rights or liabilities of the parties which have accrued in accordance with this clause or otherwise have accrued due on or before termination;
8.1.2 is without prejudice to any other rights that any party may have; and
8.1.3 does not affect the continuance in force of clauses 10 (Confidentiality) and 11 (Intellectual Property Rights), which survive termination of the Agreement.
8.2 Destruction of Your Data
Subject to clause 12.3.2, you hereby instruct us to delete all of Your Data remaining within the Application at the expiry of ninety (90) days after termination of the Agreement with the exception of data held in automatically generated archive or back-up libraries, which we may retain in accordance with Regulations but not access except in accordance with Regulations and otherwise with your consent.
9. WARRANTIES
9.1 Each party warrants to the other that it has full right, power, and authority to enter into and perform its obligations under the Agreement.
9.2 All warranties, conditions or terms not set out in the Agreement which would otherwise be implied or incorporated into the Agreement by statute, common law or otherwise (other than as to title to goods) are hereby excluded except to the extent they may not be excluded or limited by law.
9.3 Nothing in the Agreement affects your statutory rights as a consumer.
10. CONFIDENTIALITY
10.1 Each of us undertakes to the other in relation to the Confidential Information of the other:
10.1.1 to keep confidential all Confidential Information;
10.1.2 not to disclose Confidential Information without the other’s prior written consent except (in our case) to our directors, employees, and contractors who have a need to know the Confidential Information for the performance of their duties; and
10.1.3 not to use Confidential Information except for the Purposes.
10.2 The provisions of previous clause do not apply to Confidential Information to the extent that it is or was:
10.2.1 in the public domain other than because of a breach of the Agreement;
10.2.2 already in the possession of the other free of any duty of confidentiality on the date of disclosure;
10.2.3 required to be disclosed:
(a) pursuant to Regulations or the rules of any recognised exchange on which the securities of a party are or are to be listed;
(b) in connection with proceedings before a court of competent jurisdiction or under any court order or for the purpose of receiving legal advice,
but only to the extent and for the purpose of that disclosure.
10.3 Each party acknowledges that Confidential Information is valuable and that damages might not be an adequate remedy for any breach of this clause and accordingly a party will be entitled, without proof of special damage, to an injunction and other equitable relief for any actual or threatened breach of this clause.
11. INTELLECTUAL PROPERTY RIGHTS
11.1 Ownership
11.1.1 You acquire no right, title, or interest in or to the Application, or any of the Intellectual Property Rights subsisting in or relating to the Application, which (as between you and us) are owned by us, and all rights are reserved save as set out in the Agreement.
11.1.2 We acquire no right, title, or interest in or to Your Data, or any of the Intellectual Property Rights subsisting in or relating to Your Data, which (as between you and us) are owned by you and all rights are reserved save as set out in the Agreement.
11.2 Non-infringement
11.2.1 We guarantee that your use of the Application will not infringe any Intellectual Property rights.
11.2.2 If an infringement to which the previous clause refers occurs or may occur, we may at its discretion and expense:
(a) procure for you the right to continue using the Application in accordance with the Agreement; or
(b) render the Application non-infringing.
11.2.3 If you receive a claim that your use of the Application infringes any Intellectual Property Rights, you must notify us immediately, not admit liability or prejudice our handling and defence of the claim, allow us to control the conduct of the claim in your name, and give us all assistance that we may reasonably require in doing so.
11.2.4 You guarantee to us that our hosting and publication of Your Data for the Purpose will not infringe the Intellectual Property Rights nor any other rights of anyone else.
11.2.5 If we receive a claim that Your Data infringes the Intellectual Property Rights or any other rights of anyone else, we can remove Your Data from the Application.
12. DATA PROTECTION
12.1 Our respective roles
12.1.1 All processing by you of any personal data within Your Data shall be for the Purposes and shall be as the controller of that personal data in relation to the Purposes; to the extent that processing by you is subject to Data Protection Regulations, you must comply with those Data Protection Regulations.
12.1.2 Where we process personal data in connection with the Purposes (as more particularly described in our privacy policy https://nordhealth.com/privacy/) (Privacy Policy):
(a) other than to provide you with the means of processing personal data in connection with the Purposes, we do so for our own purposes as controller; or
(b) to provide you with the means of processing personal data in connection with the Purposes, we do so as your processor,
and shall do so in accordance with Data Protection Regulations.
12.1.3 The following provisions of this clause apply where we process personal data as your processor whilst making the Application available.
12.2 Scope of the processing
In relation to your use of the Application, the details of the processing are as follows:
12.2.1 the subject matter of the processing is Relevant Personal Data;
12.2.2 the duration of the processing is determined by your use of the Application;
12.2.3 the nature and purpose of the processing is the processing that is reasonably required to provide the Application in connection with the Purpose;
12.2.4 the type of personal data to be processed is Relevant Personal Data as determined by you; and
12.2.5 the categories of the data subjects are determined by you in connection with the Purpose (as appropriate).
12.3 Compliance
12.3.1 We must comply with Data Protection Regulations in relation to our processing of Relevant Personal Data.
12.3.2 You are responsible for retrieving and deleting Relevant Personal Data.
12.4 Documented instructions
12.4.1 Subject to clause 12.4.3, we shall, and shall procure that any person doing so under our authority shall, process Relevant Personal Data in accordance with your documented instructions only; the processing of Relevant Personal Data in the course of making the Application available is deemed to be in accordance with those instructions.
12.4.2 We shall inform you if, in our opinion, your instructions would breach Data Protection Regulations having regard to the information of which we are aware.
12.4.3 Clause 12.4.1 does not apply to processing which we or any person doing so under our authority is obliged to perform under Regulations, provided that reasonable prior notice of the Regulations is given to you by us except where and to the extent Regulations prevent or restrict the giving of notice.
12.5 Security
12.5.1 We will establish and maintain appropriate technical and organisational measures to ensure a level of security appropriate to the risk arising from the processing of the Relevant Personal Data considering (amongst other things) the state of the art and the cost of implementing the measures, including (as appropriate):
(a) the pseudonymisation and encryption of personal data;
(b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services; and
(c) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident,
and shall regularly test, assess, and evaluate those measures.
12.5.2 We shall:
(a) take reasonable steps to ensure the reliability of Relevant Personnel and that they process Relevant Personal Data in relation to the Application in accordance with the Agreement;
(b) provide training for Relevant Personnel so that they are aware of our obligations under Data Protection Regulations and inform them of the importance of guarding against accidental, unauthorised, or unlawful processing of, access to, loss of, or damage to personal data;
(c) have in place disciplinary procedures in respect of non-compliance with relevant data protection requirements and standards; and
(d) appoint a person to be responsible for security and data protection matters and provide the name of the person to you on request.
12.6 Support
12.6.1 We shall without undue delay, and in any event no later than reasonably required to enable you to fulfil your duties under Data Protection Regulations:
(a) provide such information as you may reasonably require in relation to Relevant Personal Data or its processing and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you;
(b) pass on to you any enquiries or communications (including subject access requests) from data subjects relating to their Relevant Personal Data or its processing;
(c) provide information in our possession or control as processor that is required to respond to any such data subject; and
(d) report to you any security incidents or breaches relating to the Relevant Personal Data and provide such information as you may reasonably require in relation to the incident or breach.
12.6.2 Subject to paragraph 12.6.1, we shall assist you with:
(a) the conduct of a data protection impact assessment in relation to Relevant Personal Data; and
(b) responding to requests of data subjects to exercise their rights in respect of the processing of their Relevant Personal Data,
subject to payment of a reasonable charge in respect of such assistance.
12.7 Sub-processors
12.7.1 We are liable for a breach of the Agreement caused by the acts or omissions of third parties who process Relevant Personal Data as part of the Application.
12.7.2 We will not without your prior specific written consent engage a sub-contractor or confer on any other third party authority to process Relevant Personal Data, and if you do consent, without first entering into a contract with that person under which they agree to comply with obligations the same as those set out in this addendum so far as material in relation to the processing of Relevant Personal Data.
12.7.3 The third parties on which we rely from time to time to process Relevant Personal Data are included in the Privacy Policy.
12.7.4 If you do not consent to the appointment of a third party under clause 12.7.2 within fourteen (14) days after we have asked you for consent in writing, we may terminate the Agreement by giving not less than thirty (30) days’ notice to you.
12.8 Overseas transfers
Except on documented instructions from you, we must not transfer any Relevant Personal Data to any country or territory outside of the UK or to any international organisation, and any transfer that does take place shall not place you in breach of Data Protection Regulations.
13. LIMITATION OF LIABILITY
13.1 If we provide digital content that is defective and damages a device or other
digital content belonging to you, and we have not used our reasonable skill and
care, we will compensate you or repair the device or content (at our election).
We will not be liable for any loss or damage resulting from defective digital
content where you have failed to follow our usage instructions.
13.2 Without affecting clause 13.1 and subject to the following provisions of this
clause, if we breach the Agreement, we are liable to compensate you for that
breach.
13.2.1 You acknowledge that we are not aware of any particular
circumstances relating to you which may increase the damages that
would ordinarily and naturally arise from our breach.
13.2.2 Our liability for damages caused by the breach shall not exceed £50.
13.2.3 Your compensation must be reduced to the extent it could have been
avoided or reduced by your taking reasonable steps or where your loss
is attributable to your negligence or breach of applicable law.
13.3 We are not responsible for any act, omission, or liability of a Clinic, and you
must bring any claim you may have in that regard against the Clinic and not
against us.
14. FORCE MAJEURE
If a party is prevented, hindered, or delayed from or in performing any of its obligations under the Agreement by a Force Majeure Event then that party’s obligations under the Agreement shall be suspended for so long as the Force Majeure Event continues and to the extent that party is so prevented hindered or delayed.
15. RIGHTS OF THIRD PARTIES
The Agreement does not create, confer, or purport to confer any benefit or right enforceable by any person not a party to it.
16. NOTICES
16.1 Any notice to be given under the Agreement shall be in writing, and shall either be delivered by hand, e-mail or sent by first class pre-paid post (or in the case of overseas post, by airmail); delivery by courier shall be regarded as delivery by hand.
16.2 Notices (other than notices sent via e-mail) shall be sent to the registered office or principal place of business of the relevant party to the Agreement, marked for the attention of the company secretary or other officer of the party.
16.3 A notice shall be deemed to have been served if:
16.3.1 delivered by hand at the address provided for by clause 15.2, at the time of delivery;
16.3.2 sent by first class pre-paid post to the address provided for by clause 15.2, at the expiration of two (2) Business Days after the time of posting;
16.3.3 sent by airmail to the address provided for by clause 15.2, at the expiration of seven (7) Business Days after the time of posting; or
16.3.4 sent by e-mail (with receipt confirmed), immediately, except that if the e-mail produces an automated response reporting a failure to deliver, delayed delivery to the intended recipient, or an “out of office” (or similar) notification, the notice shall not be taken to have been served.
16.4 If a notice would otherwise be deemed to have been delivered outside working hours (being 9.00 am to 5.00 pm) on a Business Day under the preceding provisions of this clause, it shall be deemed to have been delivered at the opening of such normal working hours on the next Business Day.
16.5 Either of us may notify the other of a change to its name, relevant person, or address for the purposes of this clause, provided that such notification shall only be effective on the date specified in the notification as the date on which the change is to take place, or if no date is specified or the date specified is less than seven (7) Business Days after the date on which notice is deemed to have been served, the date falling seven (7) Business Days after notice of any such change is deemed to have been given.
16.6 For the avoidance of doubt, the provisions of this clause do not apply in relation to the service of any claim form, application notice, order, judgment, or other document relating to or in connection with any proceedings.
17. ENTIRE AGREEMENT
The Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior statements and other representations, agreements, understandings, and other dealings made by or involving the parties or any third party relating to its subject matter, except that nothing in the Agreement affects the liability of a party for fraudulent misrepresentation.
18. AMENDMENTS
We may from time to time amend these terms as we consider necessary (acting reasonably) to reflect best practice in relation to the Purposes, and any such amendment shall take effect from the date on which the revised form of the document is first made available for inspection by us on the Application.
19. RIGHTS ARE CUMULATIVE
The rights of the parties under the Agreement are cumulative and (unless otherwise provided in the Agreement) are not exclusive of any rights provided by law or in the Agreement.
20. FURTHER ASSURANCE
Each party shall at the request and cost of the other execute all deeds and other documents and do all things that the other may require (acting reasonably) to give effect to the Agreement.
21. WAIVER
No failure or neglect by a party to enforce rights under the Agreement is to be construed as or deemed to be a waiver of those rights and does not affect the validity of the whole or part of the Agreement nor prejudice that party’s other rights; a waiver by a party of its rights under the Agreement is not a waiver of any other right.
22. INVALIDITY
A provision of the Agreement, which is held to be illegal, invalid, or unenforceable is, to that extent, excluded from the Agreement and the legality, validity, and enforceability of the remainder of it is unaffected.
23. ASSIGNMENT
A party must not assign, transfer, charge, dispose of, or in any other way deal with its rights under the Agreement without the prior written consent of the other.
24. SUB-CONTRACTING
A party must not sub-contract its obligations under the Agreement without the prior written consent of the other, except that we may sub-contract the hosting and support of the Application.
25. NO PARTNERSHIP
By virtue of the Agreement, the parties are not agreeing to share profits nor create a partnership between them.
26. GOVERNING LAW
This agreement, and any non-contractual obligations in connection with the Agreement, shall be governed by and construed in accordance with English law.
27. JURISDICTION
The courts of England and Wales have exclusive jurisdiction to hear and determine any action, suit, or proceedings, and to settle disputes, which may arise out of or in connection with the Agreement; the parties irrevocably submit to such exclusive jurisdiction and waive any objection to such jurisdiction on the grounds of venue or that proceedings have been brought in an inconvenient forum.
SCHEDULE 1
Glossary
1. DEFINITIONS
In the Agreement, unless the context otherwise requires, capitalised expressions in the body of the Agreement have the meaning given to them and the following definitions apply:
Agreement means the binding contract that is made between us when you accept these terms and incorporates these terms, the Cookie Policy, and the Privacy Policy.
Animal means your animal to which Your Data refers.
Application means our proprietary application which interoperates with our Provet platform, in such form as we may release from time to time.
Business Day means Monday to Friday excluding public and bank holidays in England and Wales.
Clinic means any veterinary clinic, animal hospital, or similar organisation using our Provet platform in conjunction with the Application from time to time.
Confidential Information means all our or your information which comes into the possession of the other pursuant to the Agreement, whether orally, or in documentary, electronic or other form, including in our case of the Application.
Data Protection Regulations means Regulations relating to data protection and information privacy, and words and phrases that are defined in those Regulations.
Force Majeure Event means any event which is beyond the reasonable control of a party and which event affects that party’s performance, including acts of God, war, terrorism, fire, and natural disasters, which could not have been, or the effects of which could not have been, avoided in accordance with Good Industry Practice, excluding industrial action of the party obliged to perform or insufficiency of funds.
Intellectual Property Rights means any and all patents, trade marks, business names, copyright, moral rights, database rights, rights in designs, rights in inventions, and any and all other intellectual property rights, whether or not registered or capable of registration and whether subsisting anywhere in the world and including all applications and rights to apply for any of them together with all or any associated goodwill.
Purposes means any or all of the purposes for which the Application may be used described in clause 3.1.2.
Regulations means all legislation, and all rules or regulations of any kind, including orders, instructions or directions of a competent authority, and all related official guidance, whether enacted or enforced by any competent authority.
Relevant Personnel means our representatives and personnel who have access to Relevant Personal Data.
Relevant Personal Data means personal data included within Your Data processed by you using the Application in connection with the Purposes.
Your Data means any data, including text, images, and videos uploaded by you to the Application or which is stored within your account on the Application from time to time, including data relating to your Animal or its treatment.
2. REFERENCES
2.1 The headings are for convenience only and do not affect the interpretation of the Agreement, and references to:
2.1.1 words and phrases that are defined in Data Protection Regulations have the meaning in the Data Protection Regulations, including personal data, processing, disclosure, controller, and processor;
2.1.2 clauses and the Schedules are to clauses of, and the schedules to, the Agreement;
2.1.3 includes or including mean that the following words are to be construed without limitation to the generality of the preceding words;
2.1.4 any document (including the Agreement) or a provision of it shall be construed as a reference to that document or provision as amended from time to time by agreement between the parties in accordance with the agreement;
2.1.5 writing includes any method of reproducing words in a legible and non-transitory form, including e-mail;
2.1.6 rights includes the rights and remedies of the party in question; and
2.1.7 the singular includes the plural and vice versa.
2.2 Where there is a conflict or inconsistency between the clauses and a Schedule, the former prevails to the extent of the conflict or inconsistency.