TERMS AND CONDITIONS

1.1 These are the Terms and Conditions for Nye Health Ltd, a company incorporated in England (registered number 11211158) with registered office at First Floor, 1G Network Point Range Road, Windrush Park, Witney, Oxfordshire, OX29 OYN (“Nye”) in relation to its Services (as defined below).

1.2 These Terms and Conditions together with the Services Confirmation form the Agreement between Nye and the Customer for the Services ("Agreement").

DEFINITIONS

2.1. Definitions used in the Services Confirmation will have the same meaning when used in these Terms and Conditions.

2.1. Definitions used in the Services Confirmation will have the same meaning when used in these Terms and Conditions.

2.2. The following definitions apply to these Terms and Conditions:

Authorised User: any person who is authorised by the Customer to use the Services, Dashboard and Documentation in accordance with the Agreement.
Business Day: any day which is not a Saturday, Sunday or public holiday in the UK.
Confidential Information: has the meaning provided in clause 10.1.
Customer: the customer who subscribes to the Services
Customer Data: the data inputted by the Customer, Authorised Users or Patients for the purposes of using the Services, together with all data generated from use of the Services.
Dashboard: the analytics dashboard created using the Software which will be available via the Platform to Authorised Users to access the Services.
Documentation: the documents made available to the Customer by Nye (including by online means) which sets out a description of the Services and the user instructions for the Services.
Data Protection Legislation: means the Data Protection Act 2018 and related subordinate legislation, as may be amended, updated or re-enacted from time to time, together with the GDPR for such time as it remains applicable in the UK.
Effective Date: the date of the Customer’s acceptance of the Services Confirmation.
Fees: the fees payable by the Customer to Nye under the Agreement.
GDPR: the General Data Protection Regulation (2016/679/EU).
Initial Term: the period from the Effective Date until twelve (12) months after the Services Start Date.
Normal Business Hours: 9.00 am to 5.00 pm local GMT, each Business Day.
Patient: means a registered patient of the Customer who has registered to use the Services.
Platform: Nye’s infrastructure and cloud computing telemedicine platform which enables secure web app and mobile app communication between Patients and the Customer.
Renewal Period: a renewal period of twelve (12) months or such other period as notified to the Customer in advance.
Services: the Software, data and subscription services provided by Nye to the Customer under the Agreement via mobile applications or any web application notified to the Customer by Nye from time to time, or by email or direct data feed, as described in the Services Confirmation.
Services Confirmation: the transaction page at BASEURL::pm/login containing details of the Customer, Services and Fees, and where these Terms and Conditions are accepted.
Services Start Date: the services start date selected in the Services Confirmation.
Software: the online software applications provided by Nye in relation to the Platform and Services.
Support Services Policy: Nye’s policy for providing support in relation to the Services as notified to the Customer from time to time.
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.

USER SUBSCRIPTIONS

3.1. Nye grants to the Customer from the Services Start Date a non-exclusive, non-transferable right to permit the Authorised Users to use the Services, Dashboard and the Documentation during the term of the Agreement.

3.2. The Customer shall not, and ensure Authorised Users shall not, access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:

3.2.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
3.2.2. facilitates illegal activity; or
3.2.3. in a manner that is otherwise illegal or causes damage or injury to any person or property;

and Nye reserves the right, without liability or prejudice to its other rights to the Customer or Authorised Users, to disable the Customer’s or Authorised Users’ access to any material that breaches the provisions of this clause.

3.3. The Customer shall not, and ensure Authorised Users shall not (except to the extent expressly permitted under the Agreement):

3.3.1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute (as applicable) all or any portion of the Software or Documentation (as applicable) in any form or media or by any means; or
3.3.2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form (as applicable) all or any part of the Software; or
3.3.3. access all or any part of the Services, Dashboard and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
3.3.4. attempt to obtain, or assist third parties in obtaining, access to the Services or Documentation, other than as provided under this clause 3.

3.4. The Customer shall, and ensure Authorised Users shall, keep all password and log-in details used in the relation to the Services secure, and shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and the Documentation and, in the event of any such unauthorised access or use, promptly notify Nye.

3.5. The rights provided under this clause 3 are granted to the Customer and shall not be considered granted to any subsidiary or holding company of the Customer.

SERVICES

4.1. During the term of the Agreement, Nye shall provide the Services and make available the Dashboard and the Documentation, to the Customer on and subject to the terms of the Agreement.

4.2. Nye shall supply to the Customer, within a reasonable time before any Services are delivered, such information and assistance as may be necessary to enable the Customer to prepare for the receipt of the Services.

4.3. Nye shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

4.3.1. planned maintenance carried out during the agreed maintenance windows;
4.3.2. unscheduled maintenance performed outside Normal Business Hours, provided that Nye has used reasonable endeavours to give the Customer at least six (6) Normal Business Hours’ notice in advance; and
4.3.3. any emergency maintenance as required, provided Nye provide prompt notice of any emergency maintenance to the Customer.

4.4. Nye will, as part of the Services and at no additional cost to the Customer, provide the Customer with Nye’s standard customer support services 24 hours a day, seven days a week, in accordance with Nye’s Support Services Policy in effect at the time that the Services are provided. Nye may amend its Support Services Policy in its sole and absolute discretion from time to time. Enhanced support services can be provided on request under separate agreement.

4.5. Nye shall use reasonable endeavours to provide marketing materials and information required to the Customer to market the Services to any person.

CUSTOMER DATA

5.1. As between the parties the Customer shall own the Customer Data and the Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. Nye does not monitor any Customer Data posted or provided by the Customer as part of the Services. The Customer grants a non-exclusive, worldwide license to Nye for the Customer Data.

5.2. Nye shall follow its archiving procedures for Customer Data as set out in its back-up policy available at [INSERT WEB ADDRESS] or such other website address as may be notified to the Customer from time to time, as such document may be amended by Nye in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against Nye shall be for Nye to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its back-up policy. Nye shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable).

5.3. If the Customer Data includes any personal data (as that term is defined in the Data Protection Legislation), and Nye requires to process such data in relation to the Services being provided to the Customer, then the parties acknowledge that Nye shall be deemed the processor and the Customer the controller (as those terms are defined in the Data Protection Legislation) and in any such case:

5.3.1. Nye shall process the personal data only in accordance with the terms of the Agreement and any lawful instructions reasonably given by the Customer from time to time;
the scope, nature and purpose of the processing by Nye is for the provision of the Services. The type of personal data will be the personal data contained within the Customer Data which is required to provide the Services. The categories of data subjects are the Authorised Users and their Patients. The duration of the processing is concurrent with the duration of the Agreement.
5.3.3. all individuals involved in the provision of the Services on behalf of Nye shall be subject to appropriate obligations of confidentiality;
5.3.4. Nye warrants that the provision of the Services includes the implementation of sufficient technical and organisational measures to ensure an appropriate level of security in relation to the processing of personal data as required by Article 32 of GDPR;
5.3.5. Nye shall as far as is possible and proportionate in relation to the nature of the processing, implement technical and organisation measures that assist the Customer with its obligations in relation to the exercise of data subject's rights as described in Chapter III of GDPR;
5.3.6. the Customer acknowledges that Nye is authorised to transfer personal data to third party technology partners which Nye has engaged, or may engage, in relation to web hosting, email / SMS / video / push notification services, and application analytics to enable the Services, on condition that any such transfer and engagement will be in accordance with Data Protection Legislation and Nye shall remain fully liable to the Customer for the performance of such third party technology partner’s obligations;
5.3.7. Nye shall notify the Customer without undue delay after becoming aware of any breach of Data Protection Legislation relating to the personal Data. Such notification shall:
- 5.3.7.1. include information on the nature of the breach and the data involved;
- 5.3.7.2. describe the categories and approximate number of individuals concerned and the likely consequences;
- 5.3.7.3. describe the measures taken or proposed to be taken to address the issue; and
- 5.3.7.4. provide contact detail for the Customer to obtain more information on the issue;
5.3.8. Nye shall, at the choice of the Customer, delete or return all personal data to the Customer when the provision of the Services has been concluded, except where Nye is required to retain any such personal data under any separate legal obligation;
5.3.9. Nye shall make available to the Customer such information as the Customer may reasonably request in relation to demonstrating compliance with Data Protection Legislation, and shall participate in audits and inspections where reasonably requested by the Customer in relation to the demonstration of such compliance;
5.3.10. Nye shall not transfer any personal data outside the EEA unless the consent of the Customer has been obtained and subject to appropriate safeguards being in place in relation to such transfer as required under Data Protection Legislation (and the Customer agrees that Nye shall be entitled, subject to compliance with the other terms of this sub-clause, to allow access to personal data to third party contractors who are providing support services to Nye but only in the exceptional cases where such access is required in order for such contractors to properly provide such support services);
5.3.11. the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to Nye so that Nye may lawfully use, process and transfer the Personal Data in accordance with the Agreement on the Customer's behalf; and
5.3.12. the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by Data Protection Legislation.

5.4. Nye shall not be responsible for any loss, damage or disclosure of Customer Data caused by any third party or as a result of the Customer’s failure to comply with its obligations under clause 6.

5.5. Nye shall be entitled, on a perpetual and irrevocable basis, to create anonymised data from the Customer Data for the purposes of research, analysis and developing and improving its services, and the exploitation of such anonymised data, and shall own all right, title and interest in such anonymised data.

CUSTOMER OBLIGATIONS

6.1. The Customer shall provide Nye with all necessary co-operation in relation to the Agreement and all necessary access to such information and equipment as may be required by Nye in order to provide the Services.

6.2. The Customer shall submit all Customer Data in accordance with any prescribed form and/or minimum requirements set out by Nye from time to time.

6.3. The Customer shall comply with all applicable laws and regulations with respect to its activities under the Agreement and shall carry out all other Customer responsibilities set out in the Agreement in a timely and efficient manner.

6.4. The Customer shall ensure that the Authorised Users use the Services, Dashboard and the Documentation in accordance with the terms of the Agreement and shall be responsible for any Authorised User’s breach of the Agreement.

6.5. The Customer shall obtain and shall maintain all necessary licences, consents, and permissions necessary to enable it to receive the Services from Nye.

6.6. The Customer shall ensure that its network and systems comply with any relevant specifications provided by Nye from time to time and be solely responsible for procuring and maintaining its network and internet connections.

NYE OBLIGATIONS

7.1. Nye undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care;

7.2. The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Nye’s instructions, or modification or alteration of the Services by any party other than Nye or Nye’s duly authorised contractors or agents. If the Services do not conform to this undertaking or non-maliciously malfunctions, Nye warrants that, at its expense, it will use all reasonable commercial endeavours to correct any such non-conformance or malfunction promptly, or provide the Customer or Authorised Users with a replacement Service as applicable. Such correction or substitution constitutes the Customer's and Authorised Users’ sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding this, Nye:

7.2.1. does not warrant that the Customer's or Authorised Users’ use of the Services will be uninterrupted or error-free; or that the Services, Dashboard, Documentation and/or the information obtained by the Customer or Authorised Users through the Services will meet the Customer’s requirements; and
7.2.2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services, Dashboard and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

7.3. The agreement shall not prevent Nye from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement.

7.4. Nye warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement.

RIGHTS IN THE SERVICES

8.1. All intellectual property rights in the Services, Dashboard and Documentation are owned by or validly licensed to Nye. The Services, Dashboard and Documentation are proprietary to Nye (or the appropriate third party rights owner) and the Customer and Authorised Users acquire no rights in or to the Services, Dashboard and Documentation other than those expressly granted by the Agreement.

8.2. Software and Documentation provided in relation to the Services are provided solely in relation to the Customer’s or Authorised Users’ use of the Services in accordance with the Agreement and are not provided, or to be used, for any other purpose.

PAYMENT

9.1. The Customer shall pay the Fees to Nye for the Services in accordance with this clause 9 and the Services Confirmation. Fees shall be payable monthly in arrears.

9.2. The Customer shall provide to Nye valid, up-to-date and complete credit card or direct debit details acceptable to Nye and any other relevant valid, up-to-date and complete contact and billing details.

9.2. The Customer shall provide to Nye valid, up-to-date and complete credit card or direct debit details acceptable to Nye and any other relevant valid, up-to-date and complete contact and billing details.

9.4. If Nye has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Nye:

9.4.1. Nye may, without liability to the Customer or Authorised User, disable the Customer’s or Authorised Users’ passwords, accounts and access (where applicable) to all or part of the Services and Nye shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
9.4.2. interest shall accrue on such due amounts at an annual rate equal to 5% over the then current base lending rate of the Bank of England at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.

9.5. All amounts and fees stated or referred to in the Agreement shall be payable in the currency set out in the Services Confirmation, are non-cancellable and non-refundable, and are exclusive of value added tax, which shall be added to Nye’s invoice(s) at the appropriate rate.

9.6. Nye shall be entitled to increase the Fees upon 7 days' prior notice to the Customer, but not more than once during any 12 month period during the Agreement.

CONFIDENTIALITY

10.1. Both during and for two years after the termination of the Agreement, each party (“Receiving Party”) shall keep in strict confidence any information that is proprietary or confidential and is either clearly labelled as such or which ought reasonably to be treated as confidential, 10.1. Both during and for two years after the termination of the Agreement, each party (“Receiving Party”) shall keep in strict confidence any information that is proprietary or confidential and is either clearly labelled as such or which ought reasonably to be treated as confidential,

10.2. The Receiving Party shall restrict disclosure of such Confidential Information to such of its employees, professional advisors, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Agreement, and shall ensure that such employees, professional advisors, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause “Confidentiality” shall survive termination of the Agreement.

10.3. This clause 10 shall not apply to the disclosure of Confidential Information which:

10.3.1. is now in, or hereafter comes into, the public domain otherwise than as a result of a breach of this clause 10;
10.3.2. was obtained or acquired in circumstances under which the receiving party was not bound by any form of confidentiality obligation; and
10.3.3. is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the Disclosing Party to limit disclosure to such authorised person to the extent necessary).

10.4. Notwithstanding the terms of clause 10.1 and 10.2 above, Nye shall be entitled to reference the Customer as being a customer of Nye in relation to its marketing activities.

INDEMNITY

11.1. The Customer shall defend, indemnify and hold harmless Nye against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's or Authorised Users’ use of the Services or Documentation contrary to the Agreement, provided that:

11.1.1. the Customer is given prompt notice of any such claim;
11.1.2. Nye provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
11.1.3. the Customer is given sole authority to defend or settle the claim.

11.2. Subject to clause 12, Nye shall defend the Customer, and if applicable, its officers, directors and employees against any claim that the Services, Dashboard or Documentation infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:

11.2.1. Nye is given prompt notice of any such claim;
11.2.2. the Customer provides reasonable co-operation to Nye in the defence and settlement of such claim, at Nye’s expense; and
11.2.3. Nye is given sole authority to defend or settle the claim.

11.3. In the defence or settlement of any claim, Nye may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement on 2 Business Days’ notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.

11.4. In no event shall Nye, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:

11.4.1. a modification of the Services, Dashboard or Documentation by anyone other than Nye; or
11.4.2. the Customer's or Authorised Users’ use of the Services, Dashboard or Documentation in a manner contrary to the instructions given to the Customer by Nye; or
11.4.3. the Customer's or Authorised Users’ use of the Services, Dashboard or Documentation after notice of the alleged or actual infringement from Nye or any appropriate authority.

11.5. The foregoing and clause 12 state the Customer's sole and exclusive rights and remedies, and Nye’s entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.

LIMITATION OF LIABILITY

12.1. This clause 12 sets out the entire financial liability of Nye (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Customer or Authorised User in respect of:

12.1.1. any breach of the Agreement however arising;
12.1.2. any use made by the Customer or Authorised Users of the Services; and
12.1.3. any representation, statement or delictual act or omission (including negligence) arising under or in connection with the Agreement.

12.2. Except as expressly and specifically provided in the Agreement:

12.2.1. the Customer assumes sole responsibility for its use of the Services and acknowledges that use of the Services does not guarantee the Customer any improvement in its business efficiencies;
12.2.2. Nye shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Nye by the Customer or Authorised Users in connection with the Services or any actions taken by Nye at the Customer's or Authorised Users’ direction;
12.2.3. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and
12.2.4. the Services, Dashboard and Documentation are provided to the Customer and Authorised Users on an "as is" basis.

12.3. Nothing in these Terms and Conditions seeks to exclude Nye’s liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation. Nye excludes all other liability to the extent permitted at law.

12.4. Subject to clause 12.3, in no event shall Nye be liable for any loss of business, loss of profit, loss or corruption of data or for any indirect or consequential loss and Nye’s total aggregate liability arising under the Agreement or otherwise relating to the Services shall be limited to £100.

12.4. Subject to clause 12.3, in no event shall Nye be liable for any loss of business, loss of profit, loss or corruption of data or for any indirect or consequential loss and Nye’s total aggregate liability arising under the Agreement or otherwise relating to the Services shall be limited to £100.

12.6. The Customer acknowledges and agrees that (i) the Services are intended to aid the running of medical practices by improving communications and are not being provided, or to be treated as, a tool for the diagnosis or monitoring of disease or injury, and (ii) the Customer is solely responsible for, and Nye shall have no liability in relation to the management and treatment of Patients.

TERM AND TERMINATION

13.1. The Agreement shall commence on the Effective Date and unless terminated earlier in accordance with its terms, shall continue for the Initial Term and, thereafter, the Agreement shall be automatically renewed for successive Renewal Periods, unless either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Term or relevant Renewal Period, in which case the Agreement shall terminate upon the expiry of the Initial Term or relevant Renewal Period.

13.2. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement without liability to the other if:

13.2.1. the other party commits a material breach of any of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
13.2.2. the other party is insolvent within the meaning of section 123 of the Insolvency Act 1986; or
13.2.3. the other party ceases, or threatens to cease, to trade.

13.3. On termination of the Agreement for any reason:

13.3.1. all licences granted under the Agreement shall immediately terminate;
13.3.2. each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; and
13.3.3. the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

DISPUTE RESOLUTION

14.1. In the event the parties are unable to resolve a dispute between them arising out of or relating to the Agreement, and except for claims for interdict or other similar relief, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by the Centre for Effective Dispute Resolution and the mediation will take place at such location agreed by the parties (or by the mediator in the event parties cannot agree). The mediation agreement referred to in the Model Procedure shall be governed by English law.

14.2. If the dispute is not settled by mediation within 10 days of commencement of the mediation or within such further period as the parties may agree in writing, the parties shall be free to seek to resolve the dispute by such other means subject always to clause 16.

GENERAL

15.1. The Agreement does not confer any rights on any person or party (other than the parties to the Agreement and, where applicable, their successors and permitted assigns).

15.2. If Nye choose to waive any particular right it has under the Agreement on any particular occasion, this does not prevent it from exercising that right on another occasion.

15.3. If any part of the Agreement is held by a court of law (or similar forum) to be invalid or unenforceable, this shall not affect the validity or enforceability of the rest of the Agreement.

15.4. Nye shall have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control.

15.5. The Customer is not entitled to transfer or assign its rights and obligations under the Agreement to anyone else without Nye’s prior written permission.

15.6. Nothing in the Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

15.7. All notices required or permitted under the Agreement will be in writing and given by email to compliance@nye.health (for Nye) and to the email address set out in the Services Confirmation (for the Customer) or, in each case, such other email address as parties may intimate from time to time. Any such notice shall be deemed to have been duly received when confirmation of completion of its transmission has been recorded by the sender’s email system.

15.8. The Agreement, including the Services Confirmation referencing these Terms and Conditions, constitutes the complete and exclusive understanding and agreement between Customer and Nye regarding its subject matter and supersedes all prior or other agreements or understandings, written or oral, relating to its subject matter (including any proposal Nye may have issued to the Customer). Each party acknowledges that, in entering into the Agreement it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a party to the Agreement or not) other than as expressly set out in the Agreement.

LAW AND JURISDICTION

The agreement shall be governed by English law. If there are any disputes arising out of use of the Service or relating to teither party requires to raise court proceedings in relation to any such dispute then the English courts shall have exclusive jurisdiction under the Agreement in relation to those proceedings.

Nye endeavours through all reasonable efforts to make the Services available with as much “uptime” as possible. Our target is 99.9% of time, measured monthly and excluding holidays and weekends and scheduled maintenance.

From time to time, Nye’s services may be affected by failures in Nye’s own infrastructure or technology products. At other times, failures in 3rd party service providers, connections or utilities (or other reasons beyond our control) may cause an interruption to the Services.

In the event of a specific interruption to the Services provided:

In the first instance customers are requested to contact the Nye team at the support email address indicated on the Services Confirmation page. (imran@nye.health). All emails should be marked “SUPPORT” in the subject header.
Alternatively, web-based instant messaging support will be made available. In addition, patients are able to access app-based support for Nye applications, excluding any clinical or care-related queries
In all cases, the Nye team will make commercially reasonable efforts to respond to all queries within 1 business day, and typically within 1 hour during normal working hours.
All queries will be looked into and where appropriate, fixes to bugs or malfunctions will be planned and prioritised in order to restore Services
Where there are critical interruptions to service usage that are unexpected, the Nye team will make all reasonable efforts to restore services within a timely fashion

In light of the introductory Services fees being nil, no credits or discounts will be applied to the Services fees for interruptions to the service. This policy will be reviewed if and when Nye’s services are delivered for a commercial fee.

Changes to Contract
Last updated by Blythe Wilkinson at 30th Jan 2019