Feebris Platform Terms

Effective 17 SEP, 2024

1. Feebris Platform Terms and Conditions

This is a contract between the entity identified during registration for the Feebris Platform ("Licensee") and Feebris Limited, a company registered in England and Wales under company number 10814733 ("Feebris") and applies to the Licensee's access and use of the Feebris Platform and, if applicable, the provision of any other Services ("Platform Terms").  

By clicking on the "accept" button you:

(a) confirm that you have the authority to enter into contracts on behalf of the Licensee; and

(b) agree, on behalf of the Licensee, to be bound by these Platform Terms.

These Platform Terms shall have effect on and from the date that you accept these terms and shall continue until termination of these Platform Terms in accordance with Clause 17.

2. Definitions

2.1 In these Platform Terms, unless the contrary intention appears:

"Applicable Data Protection Law" means all worldwide data protection and privacy laws and regulations applicable to the personal data in question including, where applicable, EU Data Protection Law or UK Data Protection Law;

"Authorised Users" means those individuals who are authorised by the Licensee to access and use the Feebris Platform;

"Business Day" means a day other than a Saturday, Sunday or bank or public holiday in England and Wales;

"Buyer" means the party that enters into a Contract with Feebris;

"Confidential Information" means information provided or disclosed by one party to the other in connection with these Platform Terms, whether before or after the date of these Platform Terms, and whether inwriting, electronically, orally or by any other means, which is marked as or has been otherwise indicated to be confidential or which derives value from being confidential or which would be regarded as confidential by a reasonable business person; including but not limited to; information relating to trade secrets, industrial rights, know-how, inventions, discoveries, improvements, formulae, techniques, specifications, test methods, recipes, procedures, processes, drawings, manuals, computer systems or software, codes of practice, instructions, catalogues, ideas, facilities, plant and equipment, business methods, finances, prices, business plans, marketing plans, development plans, manpower plans, sales targets, sales statistics, customers and suppliers;

"Contract" means a contract between Feebris and the Licensee or a third party under which Feebris has agreed to provide certain Feebris products and/or services (including the Services) to the Licensee and/or other third parties;

"controller", "processor", "data subject", "personal data" and "processing" (and "process") shall have the meanings given in EU Data Protection Law;

"Data Protection Schedule" means Feebris' Data Protection Schedule available at: https://www.feebris.com/data-protection-schedule;

"Documentation" means user manuals; installation manuals, service or product specifications including pricing, customer support contact details and other documents relating to the Feebris products and/or Services and which may be updated from time to time at Feebris' sole discretion;

"EU Data Protection Law" means Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (the "GDPR"); (ii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iii) any and all applicable national data protection laws made under or pursuant to (i) or (ii); in each case as may be amended or superseded from time to time;

"Feebris Platform" means the mobile and web software application provided by Feebris as part of the Services as further described in the Documentation;

"Licensee Data" means the personal data of Authorised Users and patients available to the Licensee in the Feebris Platform, including both personal data inputted into the Feebris Platform by Authorised Users and patients, and personal data outputted by computations in the Feebris Platform;

"Services" means the Licensee's access to and use of the Feebris Platform and (if applicable) any other services to be provided to the Licensee as set out in the Contract;

"UK Data Protection Law" means (i) the GDPR as incorporated into UK law by the EU Withdrawal Act; (ii) the Data Protection Act 2018; and (iii) the Privacy and Electronic Communications Regulations 2003; in each case as may be amended or superseded from time to time;

"Virus" means 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.

2.2  In these Platform Terms:

2.2.1 a reference to a provision of law is a reference to that provision as extended, applied, amended or enacted from time to time and includes any subordinate legislation;

2.2.2 the singular includes the plural and vice versa;

2.2.3 words denoting persons include bodies corporate and unincorporated associations of persons;

2.2.4 references to these Platform Terms or any other agreement are to these Platform Terms or such other agreement as it may be varied, amended, supplemented, restated, renewed, novated or replaced from time to time;

2.2.5 references to a party to these Platform Terms include a reference to its successors and assigns;

2.2.6 the word "including" is by way of illustration and emphasis only and does not operate to limit the generality or extent of any other words or expressions;

2.2.7 references to Clauses and Schedules refer to clauses of and schedules to these Platform Terms;

2.2.8 the headings in these Platform Terms do not affect their interpretation.

3. Services

3.1 Use of the Feebris Platform

3.1.1 Subject to the Licensee's compliance with these Platform Terms, Feebris grants to the Licensee a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to use the Feebris Platform and the Documentation during the Term and solely for the Licensee's internal, non-commercial use. The Licensee's use of the Feebris Platform shall be subject to any further restrictions as set out in the Documentation.

3.1.2 The Licensee shall permit Feebris and/or Feebris' designated auditor to remotely audit the Licensee's use of the Feebris Platform in order to establish that the Licensee has not used the Feebris Platform contrary to the rights and restrictions set out in these Platform Terms. Each such audit may be conducted no more than once per quarter, at Feebris' expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Licensee's normal conduct of business.

3.1.3 The Licensee shall not access, store, distribute or transmit any Virus, or any material during the course of its use of the Feebris Platform that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence; is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or is otherwise illegal or causes damage or injury to any person or property. Feebris reserves the right, without liability or prejudice to its other rights to the Licensee, to disable the Licensee's access to any material that breaches the provisions of this Clause.

3.1.4 The Licensee shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, and except to the extent expressly permitted under these Platform Terms:

(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Feebris Platform and/or Documentation (as applicable) in any form or media or by any means; or

(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Feebris Platform; or

(b) access all or any part of the Feebris Platform and Documentation in order to build a product or service which competes with the Feebris Platform and/or the Documentation; or

(c) use the Services and/or Documentation to provide commercial services to third parties (other than that the Licensee may use the Services to provide services to individuals within its care); or

(d) subject to Clause 13, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Feebris Platform and/or Documentation available to any third party except the Authorised Users, or

(e) attempt to obtain, or assist third parties in obtaining, access to the Feebris Platform and/or Documentation, other than as provided under this Clause 3.

3.1.5 The Licensee shall:

(a) use all reasonable endeavours to prevent any unauthorised access to, or use of, the Feebris Platform and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Feebris;

(b) promptly provide Feebris with all information, materials and support that Feebris reasonably requires to provide the Feebris Platform and perform its other obligations under these Platform Terms;

(c) provide Feebris with access to the Licensee's premises and the Licensee's systems to the extent reasonably necessary to enable Feebris to provide the Feebris Platform and perform its other obligations under these Platform Terms; and

(d) make available to Feebris’ personnel while at the Licensee's premises the same facilities (including adequate office space, electricity and telecommunications services) and health and safety measures as are available to the Licensee's personnel sited at the relevant premises.

3.1.6 The rights to use the Feebris Platform are granted to the Licensee only, and shall not be considered granted to any subsidiary or holding company of the Licensee, or to the Buyer.

3.2 Licensee Data

3.2.1 The Licensee shall own all rights, title and interest in and to all of the Licensee Data and shall have sole responsibility for the legality, reliability, integrity and quality of all such Licensee Data including providing any notices to and/or obtaining any consent from data subjects as required by Applicable Data Protection Law.

3.2.2 The Licensee shall ensure that all Licensee Data provided to Feebris in relation to the Services is accurate. Feebris shall not be liable in any way for the consequences of any incorrect information submitted. The Licensee undertakes to notify Feebris of any inaccuracy it discovers promptly.

3.2.3 In the event of any loss or damage to Licensee Data, the Licensee's sole and exclusive remedy against Feebris shall be for Feebris to use reasonable commercial endeavours to restore the lost or damaged Licensee Data from the latest back-up of such Licensee Data maintained by Feebris. Feebris shall not be responsible for any loss, destruction, alteration or disclosure of Licensee Data caused by any third party (except those third parties sub-contracted by Feebris in its role as a processor under the Data Protection Schedule, for which it shall remain fully liable).

3.3 Licensees' obligations in relation to the Services

3.3.1 The Licensee shall:

(a) ensure that the Authorised Users use the Services and the Documentation in accordance with these Platform Terms;

(b) remain responsible for any Authorised User's breach of these Platform Terms;

(c) be solely responsible for any reports or actions that the Licensee produces, takes or relies upon as a result of using the Services; and

(d) as appropriate, obtain and maintain all licences, consents and permissions necessary for Feebris, its contractors and agents to perform their obligations under these Platform Terms, including in relation to the Services.

4. No warranty

4.1 Feebris:

4.1.1 does not warrant that the Licensee's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Licensee through the Services will meet the Licensee's requirements;

4.1.2  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 Licensee acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and

4.1.3 provides all Services on an "as is" and "as available" basis.

4.2  To the extent permitted by law, Feebris expressly excludes all warranties, representations, conditions or other terms, including those as to the quality or fitness for purpose, in connection with the Feebris Platform and the Services.

5. Intellectual Property

5.1 All intellectual property rights in the Services and the Documentation belong to Feebris or the applicable third party owner of such rights. Nothing in these Platform Terms shall operate to transfer any such intellectual property rights to the Licensee.

5.2 The Licensee agrees not to remove, suppress or modify in any way any proprietary marking on the Feebris Platform or Documentation (including any trademark or copyright notice).

5.3  The parties agree that Feebris shall own all intellectual property rights arising out of, or relating to the Licensee's use of the Services, including in relation to any know how, ideas, methods, processes or techniques which relate to any developments arising out of the provision of or in connection with the Services, for the purposes of Feebris' business from time to time.  

6. Data Protection

6.1 The parties shall each process the personal data collected under or in connection with these Platform Terms in accordance with Applicable Data Protection Law.

6.2 Each party shall comply with its respective obligations in the Data Protection Schedule.  

7. Confidentiality

7.1 Feebris and the Licensee agree to keep confidential and use only for the purpose of exercising and performing their respective rights and obligations under these Platform Terms all Confidential Information.

7.2 Subject to Clause 7.4, both parties undertake not to disclose to any third party such Confidential Information without the express written consent of the other.

7.3  No obligation of confidentiality under this Clause 7 shall apply to Confidential Information which:

7.3.1  is already in the possession of the disclosing party without an obligation of confidentiality owed to the other; or

7.3.2  has been developed by the disclosing party independently without access to any of the relevant Confidential Information; or

7.3.3  the disclosing party rightfully receives free of any obligation of confidentiality from a third party; or

7.3.4  enters the public domain other than by reason of any breach of these Platform Terms; or

7.3.5  is required by any competent regulatory authority or by an infrastructure provider.

7.4 Notwithstanding Clauses 7.1 and 7.2, Feebris shall have the right to publicise that the Licensee is a party to these Platform Terms in any advertising or promotion.

8. Liability

8.1 Nothing in these Platform Terms shall exclude or limit the liability of a party for:

8.1.1  death or personal injury caused by its negligence;

8.1.2  fraud or fraudulent misrepresentation; or

8.1.3 any other liability that cannot be excluded or limited by law.

8.2 Subject to Clause 8.1, Feebris shall not be liable to the Licensee for any:

8.2.1 loss of goodwill, reputation or opportunity, any loss of profit, any loss of business, any loss of anticipated savings or revenue, or any loss of or corruption of data (whether direct or indirect); or

8.2.2 special, indirect or consequential loss;

in each case, arising out of or in connection with these Platform Terms or any breach or non-performance of these Platform Terms, no matter how fundamental (including by reason of Feebris' negligence) and whether or not the Licensee had been informed of or was aware that there was a serious possibility of such loss.

8.3 Subject to Clause 8.1 and Clause 8.2, the total and aggregate liability of Feebris to the Licensee arising out of or in connection with these Platform Terms, or for any breach or non-performance of these Platform Terms, no matter how fundamental (including by reason of negligence), shall not exceed £1,000.

8.4 Where the Licensee is also the party to the Contract with Feebris, the limits and exclusions of liability set out in the Contract shall apply as between the Licensee and Feebris and not those limits and exclusions of liability set out in this Clause.

9. Suspension

9.1 Without prejudice to any other rights or remedies, Feebris may in its sole discretion elect to suspend any or all of the Services supplied to the Licensee until further notice in the event that:

9.1.1 any amounts due under a Contract are outstanding;

9.1.2 the Licensee or any Authorised User is in breach of these Platform Terms;

9.1.3 there is an event which is likely to impact the security or the availability of the Services or the services provided to Feebris' other users of the Feebris Platform; or

9.1.4 Feebris is obliged to comply with an order, instruction or request of government, an emergency service organisation, regulator or other competent administrative authority.

10. Termination

10.1 Feebris may terminate these Platform Terms at any time by written notice to the Licensee if:

10.1.1 the Licensee commits a material breach of any term of these Platform Terms which is irremediable or, if such breach is remediable, fails to remedy that breach within a period of 30 days after being notified to do so;

10.1.2 Feebris has suspended any or all of the Services for a period of more than 20 days; or

10.1.3 where access to the Services is granted as a result of one or more Contracts, such Contracts are terminated for any reason.

10.2 Where access to the Feebris Platform has been granted by Feebris without an underlying Contract, Feebris may terminate these Platform Terms on 60 days' written notice.

10.3 On termination of these Platform Terms for any reason:

10.3.1 the Licensee's right to access and use the Feebris Platform shall immediately terminate and the Licensee shall immediately cease all use of the Services and/or the Documentation;

10.3.2 The Licensee instructs Feebris to destroy or otherwise permanently dispose of any of the Licensee Data in accordance with the Data Protection Schedule. This does not apply to the extent that any of the Licensee Data is also data processed by Feebris for another of Feebris' licensees; and

10.3.3 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Platform Terms that existed at or before the date of termination, shall not be affected or prejudiced.  

11. Illegality/Severance

If any provision of these Platform Terms is declared by any competent court or body to be illegal, invalid or unenforceable under the law of any jurisdiction, or if any enactment is passed that renders any provision of these Platform Terms illegal, invalid or unenforceable under the law of any jurisdiction this shall not affect or impair the legality, validity or enforceability of the remaining provisions of these Platform Terms.

12. Notices

12.1 Save as provided otherwise, any notices required or permitted hereunder will be given to the appropriate party by: (1) email to the named representative of the relevant party where notice shall be deemed given when sent; or (2) to the party's registered company address (or at such other address as the party may specify in writing), where notice shall be deemed given upon personal delivery to the appropriate address or three calendar days after the date of mailing if sent by certified or registered mail.

13.  Assignment

13.1 The Licensee may not assign, transfer, delegate or otherwise deal with its rights or obligations under these Platform Terms without the prior written consent of Feebris. Feebris may assign or delegate all or any of its rights or obligations under these Platform Terms at any time without notice.

14. Variations

14.1 Feebris may update these Platform Terms from time to time on 30 days' notice. The version of these Platform Terms that shall apply to the Licensee shall be the then-current version of these Platform Terms as set out on https://www.feebris.com/platform-terms.    

14.2 The Licensee shall have no right to vary or amend these Platform Terms unless it is agreed in writing by Feebris and duly executed by or on behalf of each of the parties.

15. Waiver

The failure to exercise or delay in exercising a right or remedy provided to a party under these Platform Terms shall not constitute a waiver of that right or remedy, and no waiver by a party of any breach of these Platform Terms shall constitute a waiver of any subsequent breach of the same or any other provision.

16. Third Party Rights

A person who is not a party to these Platform Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of these Platform Terms.

17.  Partnership

17.1 Nothing in these Platform Terms shall constitute or be deemed to constitute a partnership, joint venture or agency between the parties and, neither party shall have any authority or power to bind, contract in the name of or create a liability for or against the other.

18. Entire Agreement

18.1 These Platform Terms (together with the Contract, where the Licensee is also the Buyer) constitute the entire agreement and understanding between the parties relating to the provision of Feebris Platform and/or the Documentation by Feebris to the Licensee, and supersede any other agreement or understanding (written or oral) between the parties relating to the same.

18.2 Each party acknowledges and agrees that it does not rely on, and shall have no remedy in respect of, any promise, assurance, statement, warranty, undertaking or representation made (whether innocently or negligently) by any other party or any other person except as expressly set out in these Platform Terms in respect of which its sole remedy shall be for breach of contract.

18.3 Nothing in this Clause 18, shall operate or be construed to exclude or limit any liability of any person for fraud, including fraudulent misrepresentation.

19. Governing Law and Jurisdiction

19.1 These Platform Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by English law.

19.2 The parties submit to the non-exclusive jurisdiction of the English courts for all purposes relating to and in connection with these Platform Terms and any such dispute or claim referred to in Clause 19.1.