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Terms of license

Article 1 – Services

1.1 General. Salvus Health must use best efforts to provide the Services and the functionality of the Solution:

  1. in accordance with the Agreement and Belgian law;
  2. exercising reasonable care, skill and diligence; and
  3. using suitably skilled, experienced and qualified personnel.

1.2 Non-exclusive. Salvus Health’s provision of the Services to the Client is non-exclusive. Nothing in the Agreement prevents Salvus Health from providing the Services to any other person.

1.3 Underlying Systems. Salvus Health is responsible for procuring all underlying systems (Underlying Systems) reasonably required for it to provide the Service in accordance with the Agreement.

1.4 Additional Related Services. Salvus Health may, from time to time, make available additional services to supplement the standard software as a service at the request from the Client.

At the request of the Client and subject to the Client paying the applicable Fees, Salvus Health may agree to provide to the Client an additional Related Service pursuant to the terms of the Agreement.

 

Article 2 – Solution and hardware

 

2.1. License of Solution. Subject to this Agreement and timely payment of the Fees, Salvus Health grants to Client a personal, restricted, non-exclusive, non-transferrable and non-assignable license to use the Solution, in combination with the Hardware and the Authorized Equipment, in accordance with the applicable Documentation for the scope as set out in the Commercial Order (“License”). Salvus Health does not grant the Client the right to a copy of the Solution.

Salvus Health will provide the Client with one copy of the Documentation (in a digital format and through such means as determined in the Salvus Health’ discretion), which copy shall not be distributed to third parties and otherwise shall be subject to the restrictions contained in this clause 2. Salvus Health will provide the Client with an annual update of the Documentation and will provide an update each time any major changes are implanted to the Solution.

2.2 Restrictions on the License. The Client agrees that it will not itself, or through any parent, subsidiary, affiliate, agent, (sub)contractor or other third party

  1. Use the Services, the Solution and the Documentation other than for the Client’s internal business purposes;
  2. Sell, resell, license, sub-license, distribute or lease its right to access and use the Services, the Solution and/or the Documentation;
  3. Use the Services to provide services to third parties, other than the Users;
  4. Republish or redistribute any content or material from the Services;
  5. modify the Solution or develop any derivative works based on the Solution, the Documentation or any Confidential Information of Salvus Health;
  6. Engage in the reverse engineering, disassembly or the decompilation of the Services and/or the Solution;
  7. Use the Services or the Solution in any way that causes, or may cause, damages to the Services or the Solution or impairment of the availability or accessibility of the Services;
  8. Publish, modify, adapt, translate or create derivative works of the Documentation;
  9. Use the Service or the Documentation in any way that is unlawful, illegal, fraudulent or harmful;
  10. Circumvent the business model of Salvus Health.

2.3 Purchase of the Hardware. In order to make use of the Solution, the Client has to purchase the Hardware by Salvus Health and provide the Authorized Equipment. The Hardware can be purchased from Salvus Health. The purchase of the Hardware by the Client will be further specified in the Commercial Order. The Hardware and Authorized Equipment should preferably be displayed together by the Client to enable use by the Users.

The terms of delivery for the Hardware ordered by the Client from Salvus Health will be specified in the Commercial Order. Salvus Health aims to deliver the Hardware to the Client on the delivery date, specified in the Commercial Order. From the delivery date, all risk related to the loss or damage to the Hardware shall be assumed by the Client.

The Hardware should preferably be displayed together by the Client to enable use by the Users.

2.4 Installation of the Solution and Hardware. Salvus Health shall provide the installation of the Solution and the Hardware assisted by Salvus Health in accordance with the Commercial Order. As from the installation and successful testing of the Solution and Hardware by Salvus Health, which can be done in the presence of the Client upon request, the Solution and the Hardware shall be deemed accepted.

 

Article 3 – Client obligations

 

3.1 General use. The Client and its personnel must:

  1. use the Service in accordance with the Agreement solely for the Client’s own internal business purposes and/or to provide a service to its (prospective) customers; and
  2. not resell or make available the Service to any third party, or otherwise commercially exploit the Service beyond the scope of the Agreement.

3.2 Access conditions. When accessing the Service, the Client and its personnel must:

  1. not impersonate another person or misrepresent authorization to act on behalf of others;
  2. ensure that the sender of all electronic transmissions is correctly identified;
  3. not attempt to undermine the security or integrity of the Underlying Systems;
  4. not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service;
  5. not attempt to view, access or copy any material or data other than that to which the Client is authorized to access;
  6. neither use the Service in a manner, nor transmit, input or store any Data, that breaches any third-party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading; and
  7. impose a contractual duty on the users of its websites (e.g. through general terms of use) that are linked to the Service of Salvus Health to abide by the provisions of this clause 3.2 a) through f)).

3.3 Personnel. A breach of any term of the Agreement by the Client’s personnel or any agent or subcontractor of the Client is deemed to be a breach of the Agreement by the Client.

3.4 Authorizations. The Client is responsible for procuring all licenses, authorizations, and consents required for it and its personnel to use the Services, including to use, store and input Data into, and process and distribute Data through, the Services. This specifically includes the requirement to secure free and unambiguous consent from its (prospective) customers to use Personal Information within the framework of the Services.

3.5 Hardware. The Client shall ensure that the Client’s systems comply, and continue to comply during the Term, with the requirements set out in these Terms of License, subject to any changes agreed to in writing by Salvus Health.

More particularly, the Client is obliged to use the Hardware assisted by Salvus Health., as well as to have the Authorized Equipment at its disposal.

    Article 4 –  Data

    4.1.Salvus Health access to Data. The Client acknowledges that:

    1. Salvus Health may require access to the Data to exercise its rights and perform its obligations pursuant to the Agreement; and
    2. to the extent that this is necessary but subject to clause 7, Salvus Health may authorize a member or members of its personnel to access the Data for this purpose, specifically to ensure quality control (QoS), proper reporting, error correction and bug fixing and training algorithms using the supplied Data.

    The Client must arrange all consents and approvals that are necessary for Salvus Health to access the Data and Personal Information as described in clause 4.1, i) hereof.

    4.2 Processor. The Client acknowledges and agrees that to the extent Data contains Personal Information, in collecting, holding and processing that information through the Services, Salvus Health is only acting as a data processor of the Client for the purposes of the GDPR and any other applicable privacy law and solely for the purposes set out in clause 4.1 hereof. For the avoidance of doubt, an invoice relating to the provision of electricity or other forms of utilities, contains Personal Information.

    The Client must duly obtain all necessary consents from the relevant individual to enable Salvus Health to collect, use, hold and process Personal Information in accordance with the Agreement.

    The Client confirms that the (technical) security measures taken by Salvus Health are adequate and appropriate.

    4.3 Backups of Data. While Salvus Health will take standard industry measures to back up all Data stored using the Services, the Client agrees to keep a separate back-up copy of all Data uploaded by it onto the Service to the extent that the retention of said Data can be justified pursuant to privacy law.

    4.4 International storage of Data. The Client agrees that Salvus Health may store Data (including any Personal Information) on secure servers in the European Economic Area and may access that Data (including any Personal Information) from time to time in accordance with the Data retention policy of the Client.

    4.5 Indemnity. The Client indemnifies Salvus Health against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by Salvus Health’s solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.

     

    Article 5 – Fees

     

    5.1 Invoicing and payment. The Client agrees to electronic invoicing by Salvus Health. In the absence of indication to the contrary in the Agreement, the invoices of the Fees shall be payable by direct debit which the Client undertakes not to revoke during the lifetime of the Agreement. If said automatic debits are rejected by its bank, the Client undertakes to pay without delay its due invoices; as well as to take all necessary steps immediately with regards to said bank for the purpose of remedying such situation.

    If the Client disputes any portion of an invoice, the Client shall notify Salvus Health within 7 calendar days after receipt of the invoice, stating the basis for the Client’s dispute and the amount involved, together with any appropriate information supporting Client’s position, failure of which shall result in the invoice being deemed accepted by the Client. The undisputed portion of the invoice shall be paid as set forth herein.

    5.2 Overdue amounts. The invoices shall be paid by the Client within 15 calendar days of date of invoice. The Client will receive a reminder if the payment of the invoice has not been received by the end of said period. In such case, reminder fees in the amount of 25€ will be automatically added to the Client’s next invoice, without other advance notice.

    Failure to pay an invoice on its due date will immediately by operation of law, without prior written notice and without prior court intervention result in an interest of 1% per month being owed without further proof of default.

    Failure to pay an invoice within 7 business days of its due date will immediately by operation of law, without prior written notice and without prior court intervention result in a compensation for financial losses equal to fifteen (15) % of the invoiced sum for a minimum of EUR 125,00 per invoice, in addition to any administrative collection and protest costs and the abovementioned interests.

    5.3 No compensation. All Fees payable to Salvus Health under this Agreement shall be paid without the right to set off or counterclaim and free and clear of all deductions or withholdings whatsoever unless the same are required by law, in which case the Client undertakes to pay Salvus Health such additional amounts as are necessary in order that the net amounts received by Salvus Health after all deductions and withholdings shall not be less than such payments would have been in the absence of such deductions or withholding.

    Article 6 – Intellectual property

     

    6.1 Ownership. The Solution is and was exclusively created and developed by Salvus Health. Salvus Health is the owner and the holder of all the Intellectual Property Rights over each and all its elements. The Solution is the exclusive property of Salvus Health. No title or rights of ownership, copyright or other Intellectual Property Rights concerning the Solution and/or the Documentation have been, are hereby or will be transferred to the Client.

    The Client hereby acknowledges that Salvus Health retains all right, title and interest in and to the Solution and the Documentation, and any copies thereof, as well as to any and all derivative works of the Solution and/or Documentation (such as but not limited to any customization, enhancement, modification, improvement, update, upgrade or new release of the Solution and/or the Documentation), and that all Intellectual Property Rights in the Solution and Documentation shall be and remain the sole property of Salvus Health. In the event that, notwithstanding any prohibition thereto, the Client modifies, improves or creates derivative works of or from the Solution or the Documentation (collectively, “Improvements”), Salvus Health shall own all right, title and interest, including any and all Intellectual Property Rights, in and to such Improvements and the Client hereby agrees to assign and hereby assigns any rights (including Intellectual Property Rights) in such Improvements to Savlus and agrees to secure any additional confirmations, assignments or other instruments or documents as may be necessary to vest title to any such Improvements in Salvus Health as contemplated by this clause.  No amount shall be payable by the Salvus Health to the Client for the assignment of any rights in such Improvements as set forth herein.

    The Client agrees to promptly notify Salvus Health if the Client becomes aware that any third party is violating or infringing the Salvus Health’ rights of whatever nature in the Solution or the Documentation.  

    6.2 Know-how. To the extent not owned by Salvus Health, the Client grants Salvus Health a royalty free, transferable, irrevocable and perpetual license to use for Salvus Health’s own business purposes, any (undisclosed) know how, techniques, ideas, methodologies, and similar Intellectual Property used by Salvus Health in the provision of the Services.

    6.3 Feedback. If the Client provides Salvus Health with ideas, comments or suggestions relating to the Services or Underlying Systems (together “Feedback”):

    1. all Intellectual Property Rights in that Feedback, and anything created as a result of that Feedback (including new material, enhancements, modifications or derivative works), are owned solely by Salvus Health; and
    2. Salvus Health may use or disclose the Feedback for any purpose.

    6.4 Third-party services and material. The Client acknowledges that the Solution may link to third party services or feeds that are connected or relevant to the Service. Any link from the Solution does not imply any Salvus Health endorsement, approval or recommendation of, or responsibility for, those services or feeds or their content or operators. To the maximum extent permitted by law, Salvus Health excludes all responsibility or liability for those third-party services or feeds. For the avoidance of doubt, within the Framework of this Agreement, any such link will never be visible to the user of the Service.

     

    Article 7 – Confidentiality

     

    Each of the Parties agrees that it will not, both during the term of this Agreement and following termination or expiration of this Agreement:

    1. disclose any Confidential Information of the other Party, except to those of its Users, officers, directors, contractors and affiliates that have a demonstrable legitimate need to know such information in light of the Parties’ rights and obligations hereunder, subject to each of them committing in writing to adequate confidentiality obligations prior to being granted access to such Confidential Information and subject to any other conditions and restrictions set out in this Agreement, or
    2. use any Confidential Information of the other Party for its own benefit or that of any third party, except as expressly permitted under this Agreement.
    3. Each of the Parties shall ensure that each person who receives Confidential Information pursuant to this Agreement is made aware of and complies with the confidentiality obligations under this Agreement as if they were a party to this Agreement. Each of the Parties shall be responsible and liable towards the other Party for a breach of these confidentiality obligations by any party acting under their control or on their behalf or to which they otherwise provided Confidential Information.

    Shall not be considered Confidential Information, information which:

    1. is in the public domain at the time of disclosure or subsequently falls into the public domain through no breach of this Section 6 by the receiving Party, provided that the Client acknowledges and agrees that Confidential Information of Salvus Health shall not be deemed to be in the public domain merely because any part of said information is embodied in general disclosures or because individual features, components, or combinations thereof are now, or become, known to the public, through whatever means, including through means of the supply or commercialization of products or services based on or related to such Confidential Information;
    2. is lawfully in the receiving Party’s possession at the time of disclosure, without an obligation of confidentiality towards the disclosing Party;
    3. is lawfully obtained from a third party which was not under an obligation of confidentiality towards the disclosing Party;
    4. is independently developed by the receiving Party, without access or reference to, or use of, the disclosing Party’s Confidential Information.

     

    Article 8 – Warranties

    8.1 Mutual warranties. Each Party warrants that it has full power and authority to enter into and perform its obligations under the Agreement which, when signed, will constitute binding obligations on the warranting Party.

    8.2 Specific warranty. The Solution is not intended for a medical purpose and should not be used diagnose, prevent, monitor, predict, prognose, treat or alleviate diseases. The information provided by the Solution should not be used to take decisions with diagnosis or therapeutic purposes. The Solution cannot be viewed as a medical device and is not intended to replace medical advice or knowledge.

    Salvus Health is not responsible for the functioning, settings, outcomes (including their accuracy or level of detail) and any other effects or results of the standalone instruments, kits, equipment or devices which may be used in combination with the Salvus Health platform.

    8.3 Warranties. Salvus Health does not guarantee:

    1. the availability, accessibility and functioning of the Solution on non-Hardware and/or non-Authorized Equipment of the Client;
    2. the availability of the Solution, if the Client has modified any of the parameters pursuant to which the Solution was installed, configured and/or tested;
    3. the accessibility and quality of the data captured through the Solution and the Hardware, as both parameters are dependent on the devices, equipment or any software of the visitors, data subjects wherefrom the data is captured;
    4. Solution and Services shall be compatible with the device, equipment or any software used by the visitor, or data subject and wherefrom the data is captured
    5. Any medical advice resulting from the measurements.

    To the maximum extent permitted by applicable law:

    1. Salvus Health’ warranties are limited to those set out in the Agreement, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to 1.000 EUR;
    2. Salvus Health represents that it will at all times use best efforts to provide the Service in line with best industry practices.

    8.4 No consumer regulation. The Client agrees and represents that it is acquiring the Solution, and entering the Agreement, for the purpose of a business and that no consumer regulation applies to the supply of the Solution or the Agreement by Salvus Health to the Client.

    8.5 Limitation of remedies. Where legislation or rule of law implies into the Agreement a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in the Agreement. However, the liability of Salvus Health for any breach of that condition or warranty is limited, at Salvus Health’ option, to:

    1. supplying the Services again; and/or
    2. paying the costs of having the Services supplied again.

    8.6 Hardware Warranty.
    8.6.1 Salvus Health does not act as a qualified reseller of the Hardware. Salvus Health only offers the sale of the Hardware as part of its Services, which the Client is not obliged to do so. Therefore, Salvus Health cannot be seen as a distributor and/or reseller of the manufacturer of the Hardware.

    8.6.2 Salvus Health warrants to the Client that, during the Hardware Warranty Period, the Hardware will under normal use and service, be free from defects in materials and workmanship and will function substantially in accordance with its technical specifications in effect on the delivery date of the Hardware. During the Hardware Warranty Period, Salvus Health will repair or replace a defective Hardware unit, without any costs in a case of an Error if the Client ships it to Salvus Health’ designated facility along with a detailed description of the problem and the necessary documentation required for return shipment to the Client or Salvus Health has agreed to collect the defective Hardware. Repaired or replaced units and subassemblies will have a new warranty period of three (3) months from delivery or until the end of the original warranty period, whichever is longer.

     

    Article 9 – Liability

    9.1 Maximum liability. The total maximum aggregate liability of Salvus Health under or in connection with the Agreement or relating to the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not in any year exceed the amount equal to the Fees paid by the Client pursuant to the Agreement in the previous year (which in the first year is deemed to be the total Fees paid by the Client from the Effective Date to the date of the first event giving rise to liability). The cap in this clause 9.1 includes the cap set out in clause 8.2, a).

    9.2 Unrecoverable loss. Neither Party is liable to the other under or in connection with the Agreement or the Services for any: 

    1. loss of profit, loss of revenue, loss of savings, loss of business (opportunities), loss of use, loss of data (including Data), and/or loss of goodwill;
    2. consequential, indirect, incidental or special damages or loss of any kind.

    9.3 Unlimited liability. a) Clauses 9.1 and 9.2 do not apply to limit Salvus Health’s liability: 

    1. under or in connection with the Agreement for:
    • fraud;
    • willful misconduct;
    • a breach of clause 7.
    1. b) b) Clause 9.2 does not apply to limit the Client’s liability:
    2. to pay the Fees;
    3. under the indemnity in clause 4.5; or

    iii.  for those matters stated in clause 9.3,a),ii.

    9.4 No liability for other’s failure. Neither Party will be responsible, liable, or held to be in breach of the Agreement for any failure to perform its obligations under the Agreement or otherwise, to the extent that the failure is caused by the other Party failing to comply with its obligations under the Agreement, or by the negligence or misconduct of the other Party or its personnel.

    9.5 Mitigation. Each Party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other Party under or in connection with the Agreement.

     

    Article 10 – Term, termination and suspension

    1. 10.1 Duration. This Agreement shall commence on the Effective Date and continue in effect for the Initial Term and shall thereafter automatically and tacitly renew for successive one-year periods (each a “Renewal Term”), unless written notice of non-renewal is given by either Party at least three (3) months prior to the expiration of any (subsequent) Renewal Term.

      10.2 Termination.

      1. Either Party may, by written notice to the other Party, immediately terminate the Agreement if the other Party:
      2. becomes insolvent, is being liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason and it is not reasonable to assume that said condition will be reversed; or
      3. is unable to perform a material obligation under the Agreement for 30 (thirty) days or more due to Force Majeure.
      4. If the remedies in clause 6.5,c) are exhausted without remedying or settling the IP Claim, Salvus Health may, by notice to the Client, immediately terminate the Agreement.

      10.3 Consequences of termination or expiry.

      1. Termination or expiry of the Agreement does not affect either Party’s rights and obligations that accrued before that termination or expiry.
      2. On termination or expiry of the Agreement, the Client must pay all Fees for Services provided prior to that termination or expiry.
      3. Except to the extent that a Party has ongoing rights to use Confidential Information, at the other Party’s request following termination or expiry of the Agreement, a Party must promptly return to the other Party or destroy all Confidential Information of the other Party that is in the first party’s possession or control.
      4. At any time prior to one month after the date of termination or expiry, the Client may request:
      5. a copy of any Data stored using the Service, provided that the Client pays Salvus Health’s reasonable costs of providing that copy and there is still any Data available in line with the data retention policy. On receipt of that request, Salvus Health must provide a copy of the Data in a common electronic form.  Salvus Health does not warrant that the format of the Data will be compatible with any software; and/or
      6. deletion of the Data stored using the Service, in which case Salvus Health must use reasonable efforts to promptly delete that Data.

      To avoid doubt, Salvus Health is not required to comply with clause 10.3,d),i to the extent that the Client previously requested deletion of the Data.

      10.4 Obligations continuing. Clauses which, by their nature, are intended to survive termination or expiry of the Agreement, including clauses 4.5, 6, 7, 9, 10.2, 10.3 and 11, continue in force.

      10.5 Suspending access. Without limiting any other right or remedy available to Salvus Health, Salvus Health may restrict or suspend the Client’s access to the Service where the Client (including any of its personnel):

      1. undermines, or attempts to undermine, the security or integrity of the Service or any Underlying Systems;
      2. uses, or attempts to use, the Service:
      3. for improper purposes; or
      4. in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service; or
      5. has otherwise materially breached the Agreement (in Salvus Health’ reasonable opinion).

      10.6 Notice. Salvus Health must notify the Client where it restricts or suspends the Client’s access under clause 10.5.

     

    Article 11 – Disputes

     

    11.1 Good faith negotiations. Before taking any Court action, a Party must use best efforts to resolve any dispute under, or in connection with, the Agreement through good faith negotiations which shall not last longer than 60 (sixty) days unless the Parties decide to prolong this period.

    11.2 Obligations continue. Each Party must, to the extent possible, continue to perform its obligations under the Agreement even if there is a dispute.

    11.3 Right to seek relief. This clause 11 does not affect either Party’s right to seek urgent interlocutory, interim and/or injunctive relief in any competent court.

     

    Article 12 – General

     

    12.1 Force Majeure. Neither Party is liable to the other for any failure to perform its obligations under the Agreement to the extent caused by Force Majeure, provided that the affected Party:

    1. immediately notifies the other Party and provides full information about the Force Majeure;
    2. uses best efforts to overcome the Force Majeure; and
    3. continues to perform its obligations to the extent practicable.

    12.2 Rights of third parties. No person other than Salvus Health and the Client (and its prospective customers) has any right to a benefit under, or to enforce, the Agreement.

    12.3 Waiver. To waive a right under the Agreement, that waiver must be in writing and signed by the waiving Party. Any variation to the Agreement must be in writing and signed by both Parties.

    12.4 Independent contractor. Subject to clause 4.2, Salvus Health is an independent contractor of the Client, and no other relationship, apart from the relationship data processor-data controller (e.g. joint venture, agency, trust or partnership), exists under the Agreement.

    12.5 Notices. A notice given by a Party under the Agreement must be delivered to the other Party via email using the email address set out in the Key Details or otherwise notified by the other party for this purpose. If the notice is a notice of termination, a copy of that email must be immediately delivered (registered mail) to the legal representatives of the other Party at the other Party’s last known physical address. 

    12.6  Entire agreement. The Agreement sets out everything agreed by the Parties relating to the Services, and supersedes and cancels anything discussed, exchanged or agreed prior to the Start Date. The Parties have not relied on any representation, warranty or agreement relating to the subject matter of the Agreement that is not expressly set out in the Agreement, and no such representation, warranty or agreement has any effect from the Start Date.

    12.7 Subcontracting and assignment. The Client may not assign, novate, subcontract or transfer (including by operation of law) any right or obligation under the Agreement without the prior written consent of Salvus Health, that consent not to be unreasonably withheld. The Client remains liable for its obligations under the Agreement despite any approved assignment, subcontracting or transfer. Any assignment, novation, subcontracting or transfer must be in writing.

    12.8 Applicable law. The Agreement is governed by, and must be interpreted in accordance with, the laws of Belgium. Each Party submits to the exclusive jurisdiction of the Courts of Antwerp in relation to any dispute connected with the Agreement.

    12.9 Counterparts. The Agreement may be signed in counterparts, each of which constitutes an original and all of which constitute the same agreement. A Party may enter the Agreement by signing and emailing a counterpart copy to the other Party. Each Party acknowledges the receipt of one duly signed copy of the Agreement.

    12.10 Interpretations of the notions. In the Agreement:

    1. Clause and other headings are for ease of reference only and do not affect the interpretation of the Agreement;
    2. Words in the singular include the plural and vice versa;
    3. A reference to:
    4. A party to the Agreement includes that Party’s permitted assigns;
    5. Personnel includes officers, employees, contractors and agents, but reference to the Client’s personnel does not include Salvus Health;

    iii.  A person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity;

    1. Including and similar words do not imply any limit; and
    2. An act or statute includes references to regulations, orders or notices made under or in connection with said act or statute or regulations and all amendments, replacements or other changes to any of
    3. If there is any conflict between the General Terms and Conditions and Key Details of the Agreement, the information in the section Key Details prevails.

     

    Schedule A – Definitions. In the Agreement, the following terms have the stated meaning:

    Term Meaning
    Account An account enabling the Client’s Users to access and use the Solution and to use the Services.
    Agreement The Agreement consists of the Commercial Order with its appendices.
    Authorized Equipment The Hardware must be completed with the following items in order to use the Solution correctly:

    –    A blood pressure monitor: Withings BPM Core;

    –    A saturation meter: iHealth – Air Smart Pulse Oximeter;

    –    A scale, preferably a Withings – Body.

    Commercial Order The order as agreed upon between the Client and Salvus Health, as set out on the cover page, titled “Commercial Order
    Confidential information The information of a Party, whether in written, oral, electronic or other form, and which (i) is explicitly marked as confidential or proprietary, or (ii) should reasonably be considered confidential or is traditionally recognized to be of a confidential nature, regardless of whether or not it is expressly marked as confidential, including but not limited to, information and facts concerning business plans, customers, prospects, personnel, Salvus Healths, partners, investors, affiliates or others, training methods and materials, financial information, marketing plans, sales prospects, client lists, inventions, program devices, discoveries, ideas, concepts, know-how, techniques, formulas, blueprints, software (in object and source code form), documentation, designs, prototypes, methods, processes, procedures, codes, and any technical or trade secrets, including all copies of any of the foregoing or any analyses, studies or reports that contain, are based on, or reflect any of the foregoing.
    Data All data, content, and information (including Personal Information) owned, held, used or created by or on behalf of the Client that is stored using the Hardware, or inputted into the Solution.
    Documentation The documents for the Services produced by Salvus Health and delivered or made available by Salvus Health to the Client.
    Effective Date The start date set out in the Commercial Order.
    Error Services Defects means a defect, error or bug in the Solution or Hardware having a material adverse effect on the appearance, operation, functionality or performance of the Services, but excluding any defect, error or bug caused by or arising as a result of:

    –    any act or omission of the Client or any person authorized by the Client to use the Solution or Services;

    –    any use of the Solution or Services contrary to the Documentation, whether by the Client or by any person authorized by the Client;

    –    a failure of the Client to perform or observe any of its obligations in this Agreement; and/or

    –    an incompatibility between the Solution or Services and any other system, network, application, program, hardware or software not specified as compatible in feasibility report.

    Fees The fees, costs and applicable taxes of any kind payable by the Client in consideration for the installation, the access to the Solution and for the purchase of the Hardware.
    Force Majeure A temporary or permanent inability of a Party to fulfil his obligations, resulting from facts and circumstances reasonably beyond the control of that Party. Force majeure shall in any case apply to: war or war risk, insurrection or public revolt, fire caused by an outside calamity, an import or export embargo imposed by the government, floods, internet failure, third party negligence or contractual default, strike or social action and otherwise all circumstances qualified by both Parties as Force Majeure.
    Hardware The required hardware pertaining to the Solution, namely:

    –    A Samsung-tablet TABA, 10.1 – 32 GB;

    –    Security locks;

    –    The display;

    –    Marketing materials.

    Hardware Warranty Period Twelve (12) months from the delivery date of the Hardware.
    Initial Period The initial period for which these Terms of License are concluded as set out in the Commercial Order. The Initial Term starts on the Effective date.
    Intellectual Property Rights Any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, copyrightable or mask work rights, neighboring rights and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, rights to know-how and trade secrets, and industrial property rights; € layout design rights, design rights, , topographic right (f) Internet domain names, (g) rights to software and computer software programs (including but not limited to source code and object code), rights to data, database sui generis right and documentation thereof; and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; whether registered or not and (h) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
    Key Details The agreement specific details set out in the Commercial Order.
    License A personal, restricted, non-exclusive, non-transferrable and non-assignable license to use the Solution using the Hardware in combination with the Authorized Equipment in accordance with the applicable Documentation for the scope as set out in the Commercial Order.
    Objectionable Includes content being objectionable, defamatory, obscene, harassing, threatening, or unlawful in any way.
    Payment Terms The payment terms set out in these Terms of License or specifically specified in the Key Details.
    Personal Information Has the meaning given in article 4 (1) of the European General Data Protection Regulation.
    Related Services Any related service described in the Key Details and any further services that Salvus Health agrees to provide to the Client under the Agreement.
    Renewal Term Has the meaning given in Article 10.1 of these Terms of License.
    Service The service related to the Solution in combination with the Hardware that will be made available to the Client as a service via the internet in accordance with the terms of these Terms of License.
    Solution The digital, cloud-based device and data integration software that enables to use the Services of as set forth in the Commercial Order. It consists of the parts being detailed in the Key Details.
    Underlying Systems The Salvus Health software, solutions, IT infrastructure, systems and networks (including software and hardware) used to provide the Services, including any third-party solutions, systems and networks.
    User An individual who uses the in-pharmacy web application and creates an Account on the Solution.