Terms of Service

Effective date: 11th of October 2024

Thank you for selecting Provet Cloud as your practice management software. You now have access to a rich library of tools and features with which to manage your practice.

This notice is made, and these terms are published, by Nordhealth Finland OY, a company incorporated in Finland, whose registered address is at Aleksanterinkatu 30-34, 00100 Helsinki, Finland, email address is support@provet.info, and telephone number is accessible at https://www.provet.cloud/contact. Our website to which these terms refer is located at https://provetcloud.com/ (Website).

These terms are important because, when you accept them – which occurs when you sign and return your Subscription Agreement, when you start using the Provet Cloud Service, or we begin to provide Professional Services (as those expressions are defined below) to you, whichever is the earlier - they create a binding contract between you and us and set out our respective rights and obligations in relation to your use of the Provet Cloud Service and any other services we agree to provide to you.

We will keep a copy of the Agreement (as defined below) for our own purposes, but the filed copy will not be accessible by you. Accordingly, you are advised to download and retain a copy for your records.

A glossary of the words and phrases used in these Provet Cloud Terms of Service is set out below, together with rules to be applied to understand what they mean. In addition, references to we or Nordhealth are to Nordhealth Finland OY, and to you are to the company, organisation, or other person whose details are set out on your Subscription Agreement or, in any other case, to which or to whom our services are provided (and related expressions shall be read accordingly).

A. Terms

1. 1. How long does the Agreement last?
   1. 1.1 The Agreement begins on the Commencement Date and continues for the Initial Term and afterwards for Renewal Terms unless you or we terminate it earlier when entitled to do so under the Agreement.
   2. 1.2 The last day of the Initial Term or a Renewal Term must be the last day of a month, and where (but for this clause) the Initial Term or a Renewal Term would not end on such a day in accordance with the Subscription Agreement, this clause prevails to that extent over the Subscription Agreement.
2. 2. What is included in the Agreement?
   1. 2.1 The Agreement is made up of your Subscription Agreement, Statements of Work, these Provet Cloud Terms of Service, Data Processing Terms, where we provide Professional Services, the Professional Services Terms, and, where you access or use our Payment Service, the Payment Service Terms.
   2. 2.2 These Provet Cloud Terms of Service are in three sections: the first comprises Part A (Terms) and Part B (Glossary), which apply to all services we provide to customers worldwide; the second, set out in Appendix 1 (UK Terms), contains additional or replacement terms in respect of services we provide to customers in the United Kingdom; and the third, set out in Appendix 2 (USA Terms), contains additional or replacement terms in respect of services we provide to customers in the United States of America. Save as provided in Appendices 1 (UK Terms) and 2 (USA Terms), the terms that apply to the services we provide to customers in the United Kingdom and the United States of America respectively are the same as the terms that apply to services we provide to customers anywhere else in the world.
   3. 2.3 All of our Services are provided subject to the Agreement; any other terms which you may put forward, whether included in any order, note, acceptance certificate, correspondence or otherwise, are hereby rejected by us and do not form part of the Agreement.
3. 3. Services

3.1 Our appointment

1. 1. 3.1.1 Subject to the Agreement, you appoint Nordhealth to supply the Services on a non-exclusive basis, Nordhealth accepts the appointment, and you must pay the Charges.
   2. 3.1.2 Subject to your compliance with the Agreement, we hereby grant you a non-exclusive, non-transferable licence to permit Authorized Users to use the Provet Cloud Service. You are responsible for acquiring at your cost the necessary rights to use any other software, works, or materials required to access and use the Provet Cloud Service. If you do not do so and are unable to use the Provet Cloud Service, you must still pay us the Charges.
   3. 3.1.3 You grant to us a non-exclusive licence to (i) use, copy, adapt, arrange, alter, and disclose Your Data so far as reasonably required to provide the Services, and (ii) compile and use Your Data and data relating to the use of the Provet Cloud Service by Authorized Users for the purpose of anonymising the data and aggregating the data with the same or similar anonymised data of or relating to other customers, analysing use of the Provet Cloud Service, for benchmarking, and preparing documents and reports relating to the Provet Cloud Service, and disclosing and otherwise exploiting those documents and reports, but not to disclose your identity or the identify of any Authorized Users. Any act within the scope of this licence may done on our behalf by our employees, agents, and contractors of, and providers of services to Nordhealth.
   4.  
   5. 3.2 AI Tool
   6. 3.2.1 This clause applies when you, your Affiliates, and Authorized Users access the AI Tool while using the SaaS Services.
   7. 3.2.2 AI Tools can only be used to access AI Services to support the operations of your or your Affiliates’ clinical veterinary practice.
   8. 3.2.3 You on your own behalf and on behalf of your Affiliates acknowledge that any data used through the AI Tool will be transferred to and processed by the AI Service Provider. This data will be stored and used according to the AI Service Provider's policies and terms, which may change over time (AI Terms). AI Terms are available directly through the AI Service Provider’s website and it is your responsibility to review and stay updated on the AI Terms.
   9. 3.2.4 We have no obligations or responsibilities regarding the AI Services or the actions of the AI Service Provider, including but not limited to: (a) Failure to provide the AI Services; (b) Withdrawal, suspension, or restrictions on access to the AI Services or any Your Data held by the AI Service Provider; (c) Delays in making the AI Services or results available; (d) The quality, accuracy, or reliability of results generated by AI Tool; (e) Any damages, losses, or liabilities arising from the use or inability to use the AI Services or any reliance on the results produced by the AI Tool.
   10. 3.2.5 You are responsible for the inputs provided to the AI Tool and must comply with the AI Terms.
   11. 3.2.6 If we reasonably believe that the use of the AI Tool violates this agreement, we may: (a) Permanently withdraw access to the AI Tool; or (b) Suspend access until it is satisfied that the unauthorized use has stopped and will not continue.
   12. 4. What you must not do
   13. You must not (i) except to the extent permitted by Regulations, adapt, translate, arrange, or alter the Provet Cloud, reverse engineer, decompile or disassemble the Provet Cloud or do any other unauthorised act in relation to the Provet Cloud Service, (ii) remove, modify, or obscure any copyright, trade mark, or other statements or notices appearing on the Provet Cloud or in respect of the Provet Cloud Service, (iii) circumvent or avoid the use of any measures to protect the security or prevent unauthorised use of the Provet Cloud Service, (iv) exceed the number of Authorized Users (if any) set out in the Subscription Agreement, (iv) use the Provet Cloud Service for the benefit of any third party, other than your clinical clients, including for the purpose of, or in connection with, the provision of services which consist in whole or part in use of the Provet Cloud Service or the Provet Cloud, (v) and must procure that Authorised Users do not, share accounts or in any other way provide access to an account allocated to an Authorised User to another Authorised User or to any other third party, (vi) use the AI Tool for any purpose other than for the purpose set out in the Agreement or (vii) attempt any of these acts, or to cause or permit any third party to do, or to attempt, any of these acts.
2. 5. Charges
   1. 5.1 Calculation
      1. 5.1.1 The price for a particular product or a service is the price set out in the Subscription Agreement or Statement of Work (as appropriate), and in any other case shall be our current price applicable to the product or service in question.
      2. 5.1.2 In respect of the Provet Cloud Service, save as may be provided to the contrary in the Subscription Agreement, charges are calculated on the first day of each month as follows:
         1. (a) subscription fees accrue in advance according to the highest number of Accounts from time to time in the previous month, except that the charge in respect of the first month shall be determined according to the number of Accounts on the date when your use of the Provet Cloud Service first goes live; and
         2. (b) transaction fees accrue in arrears according to the transactions taking place in the previous month.
      3. 5.1.3 Unless otherwise agreed in writing, the prices specified in the Subscription Agreement include all additional charges (if any) determined by competent authorities from time to time, with the exception of value added tax, goods and services tax, and any other sales tax, which shall be added to the Charges and paid in accordance with this clause.
      4. 5.1.4 Where a fee is expressed to be an estimate or indicative of a final amount, the fee is not binding, and the associated Charges under the Agreement shall be determined using the applicable rate stated in the Subscription Agreement.
      5. 5.1.5 We may change the fees and rates used to calculate Charges by giving you prior written notice thirty (30) days in advance. The price change has no effect on payments which are due before the change becomes effective. If you do not accept the price change, you may terminate the Services in respect of which the price change has effect by giving us a prior written notice fourteen (14) days in advance of the end of the month.
   2. 5.2 Professional Services Charges
      1. 5.2.1 Fees in consideration of the provision of Professional Services are calculated according to the Statement of Work; where the Professional Services Charges are to be calculated according to the number of person-days, each day will be 7.5 hours of work expended on the Professional Services, and any fraction of a person-day shall be rounded-up to the next complete person-day.
      2. 5.2.2 Professional Services Charges exclude reasonable travel and accommodation expenses where on-site services are being delivered, which shall be charged in addition in advance where they are known but not paid and otherwise in arrears.
      3. 5.2.3 Professional Services Charges which relate to the bringing into productive use the Provet Cloud (Implementation Charges) will be invoiced and paid as to fifty per cent (50%) upon the date of your Subscription Agreement (Initial Implementation Charge) and the balance when the Provet Cloud Service first goes live. Payment of the Initial Implementation Charge is a prerequisite for the commencement of any work mentioned under this clause
      4. 5.2.4 For the purposes of clause 5.2.3, where Implementation Charges have been estimated, the amount due on the date of your Subscription Agreement shall be determined by reference to the estimate of the total Implementation Charges.
   3. 5.3 Payment
      1. 5.3.1 Subscription Charges commence when the Provet Cloud Service first goes live, unless that event is delayed due to the occurrence of a Relief Event (as defined in the Professional Services Terms), in which case, provided the Provet Cloud is otherwise ready for use in accordance with the Professional Services Terms, the Subscription Charges commence on the date on which the Provet Cloud is ready for use.
      2. 5.3.2 Unless otherwise stated, all Charges:
         1. (a) are paid by direct debit to your account or collected from your credit card on the date of the invoice; or
         2. (b) must be paid by you (without set-off) to the bank account identified on the invoice or otherwise nominated by Nordhealth from time to time not later than the 20th of the month following the month in which the invoice is received, and are non-refundable save as provided in the Agreement.
      3. 5.3.3 You will receive a receipt for Charges paid by direct debit to your account or credit card.
   4. 5.4 Late payment interest
      1. If you fail to pay any sum due and payable under or in relation to the Agreement by the due date, interest shall accrue on the unpaid amount from the due date to the date of actual payment (after as well as before judgment) at the rate of 10% per annum or the maximum amount permitted by law, whichever is the lesser, on the basis of a year of 365 days and for the actual number of days elapsed, accruing day to day.
   5. 5.5 Cancellation fees
      1. 5.5.1 The following provisions of this clause apply where:
         (a) there is a delay to the scheduled date for the first live use of the Provet Cloud Service which is caused by the occurrence of a Relief Event (Subscriber Delay); or
         (b) you terminate the Agreement for any reason other than under clause 13.2 (Cancellation).
      2. 5.5.2 You must notify us of any Subscriber Delay or Cancellation as soon as possible, and we will use reasonable endeavours to acknowledge the notice within 48 hours after receipt.
      3. 5.5.3 Subscriber Delays and Cancellations will attract the following fees:
         
         

         Services	Within 12 weeks	Within 10 weeks	Within 6 weeks	Within 4 weeks	Description
         Delays
         Data Migration Fees	25%	50%	75%	100%	Each percentage is applied to the relevant Charges for Professional Services in connection with any data migration or conversion (or both) that must be re-performed as a result of the Subscriber Delay.
         Implementation Fees	25%	50%	75%	100%	Each percentage is used to calculate our costs associated with the lost time of Consultants as a result of the Subscriber Delay, not taking account of the lost-time costs of any Consultant who is re-allocated to other projects.
         Travel & Accommodation Fees	100%	100%	100%	100%	Any costs to cancel or change flights and accommodation will be passed on at 100%.
         Cancellations
         Data Migration Fees	25%	50%	75%	100%	This relates to the amount of work that is completed or scheduled for completion and will be lost or wasted through the Cancellation.
         Implementation Fees	25%	50%	75%	100%	These fees are payable whether or not the Consultants are able to be deployed on alternative work.
         Travel & Accommodation Fees	100%	100%	100%	100%	Any costs to cancel or change flights and accommodation will be passed on at 100%.

      4. 5.5.4 For the purposes of the table in the previous clause, the periods referenced in the header rows are to the period before the scheduled date for the first live use of the Provet Cloud Service when we receive notice under clause 5.5.2.
3. 6. Support and availability
   1. 6.1 Subject to the following provisions of this clause, each of the Provet Cloud Service and the Payment Service is provided in the condition in which it is made available, and we give no assurance (whether by way of representation, warranty, undertaking or otherwise) as to the operation, quality, conformance to description or sample, functionality, or performance of the Provet Cloud Service, the Provet Cloud, or the Payment Service whether taken alone or as may be integrated with any system or network.
   2. 6.2 We shall provide the Provet Cloud Service in all material respects in accordance with the Documentation and provide you with a reasonable amount of technical and use-related support (excluding training and other related services which shall be agreed and priced separately). Support hours are outlined in the Subscription Agreement. We shall provide the support by means of email, chat, or telephone (contact details provided separately). Subject to additional fee, you can make a separate service level agreement with us, if you need more comprehensive support from us.
   3. 6.3 For the avoidance of doubt, we do not provide support, assistance or maintenance concerning third party equipment, software or to any users other than Authorized Users.
   4. 6.4 We seek to achieve 99,9% availability for the Provet Cloud Service, excluding regular and emergency maintenance breaks, but we have no liability for failing to do so for any reason.
   5. 6.5 We will make back-up copies of Your Data once during our normal working day and for maintaining the back-up copies in suitable manner in accordance with Good Industry Practice.
   6. 6.6 Our sole liability and your exclusive remedy for a failure to provide or the defective or delayed provision of the Provet Cloud Service shall be for us to re-perform or reinstate (as appropriate) the Provet Cloud Service as soon as reasonably practicable.
   7. 6.7 During the provision of support services in relation to use of the Provet Cloud, we may need to access Your Data, in which case we will do so to the extent reasonably required having regard to the problem you have raised (but not otherwise).
4. 7. Suspension of the Provet Cloud Service
   1. We may suspend access to the Provet Cloud Service or the Payment Service:
      1. 7.1 where you fail to pay the Charges within 30 days of when they are due despite a written reminder until you have fulfilled your payment obligations under the Agreement;
      2. 7.2 for scheduled maintenance breaks as informed by us from time to time;
      3. 7.3 due to installation, change or maintenance work of any general data network outside our control or due to severe data security risk to the Services or if required by mandatory law or competent authorities;
      4. 7.4 use of the Provet Cloud Service (i) is in, or we consider is in, breach of the Agreement, (ii) poses a security risk, or a risk to the integrity of the Provet Cloud Service, including where the confidentiality of a Password has been or may reasonably be believed to have been compromised, is adversely impacting or may adversely impact (as appropriate) the Services, (iii) is in breach of Regulations, or (iv) is adversely impacting or may adversely impact (as appropriate) the Provet Cloud Service or any other service provided by us to a third party; or
      5. 7.5 it is necessary or desirable to avoid or prevent infringement of the property or rights of any third party, and we shall use our reasonable endeavours to notify the affected Authorized Users before the suspension takes effect and (where notice is not given) as soon as reasonably practicable thereafter and we may use any reasonable means to do so.
5. 8. Use of the Provet Cloud Service
   1. 8.1 We want you to make the most of Provet Cloud, but there are rules relating to use which apply to you and your Authorized Users, who you must ensure are suitably qualified and trained in use of the Provet Cloud Service and comply with the Agreement insofar as it applies to their use.
   2. 8.2 You must establish and maintain all reasonable technical and organisational measures against unauthorised or unlawful use of the Provet Cloud Service, and must ensure that you have all consents required to upload Your Data to, and process Your Data on, the Provet Cloud.
   3. 8.3 You must not store, distribute or transmit through the Provet Cloud Service any Virus or any material that is unlawful, harmful, threatening, defamatory, obscene, infringes the property or rights of third parties, is harassing or racially or ethnically offensive, facilitates illegal activity, promotes discrimination, or breaches Regulations, and we may at any time remove, take-down, or delete from the Provet Cloud Service any Virus and material which we consider is in breach of this clause 8.3.
   4. 8.4 You are responsible for all access to and use of the Provet Cloud Service through any Account, whether or not by an Authorized User or otherwise authorised by or on behalf of you.
   5. 8.5 You assume all risk of Loss incurred or sustained by you or your Affiliates arising from reliance on the Provet Cloud Service, including with respect to compliance with Regulations.
6. 9. Security
   1. 9.1 We place the utmost importance on security for the benefit of all of our customers, and so you and your Authorized Users must keep Passwords secure against unauthorised access or use and not disclose Passwords to other Authorized Users or anyone else, nor cause or permit any Authorized User or anyone else to use Passwords on behalf of an Authorized User.
   2. 9.2 If Passwords are disclosed or used without permission, or there are reasonable grounds to believe that to be the case, you shall immediately notify us, giving reasonable details of the circumstances, including the Passwords whose security, integrity, or confidentiality has or may have been compromised.
   3. 9.3 We may suspend or terminate the validity of Passwords where any Password has been disclosed or used without authorisation, or where we believe that to be the case, and we are not required to reinstate access to the Provet Cloud Service (whether by issuing replacement Passwords or otherwise) unless and until we are satisfied that the security, integrity, and confidentiality of the Provet Cloud Service is no longer at risk.
7. 10. Regulations
   1. We shall comply with Regulations applicable to the provision of the Services and you must do so in receiving and using the Services. Nothing in the Agreement requires either party to contravene Regulations. Except where we have specifically agreed to do so, we are not liable if you breach Regulations due to an Event of Default (as defined in clause 19.1 (Event of Default)).
8. 11. Audit
   1. So long as we give you reasonable notice from time to time, we can require you to permit or procure the permission for a duly authorised employee, agent, or representative of ours to audit your use of the Provet Cloud Service and to assess where you are complying with the Agreement, and this includes providing access to premises and systems, and to take copies of records. When conducting an audit under this clause we shall use reasonable endeavours to avoid material disruption to your business and will abide by safeguards you may reasonably require to protect the integrity, security, confidentiality, and safety of (as appropriate) systems, data (including data of clients), premises and staff.
9. 12. Changes
   1. We may change the Services due to data security risk or due to technical improvements to the Provet Cloud. We shall inform you of the change in good time before making any substantial changes or, if this is not reasonably possible, without delay after the reason for change has become apparent. We may make minor changes or changes which will improve the Services without notifying you beforehand.
10. 13. Termination
    1. 13.1 Either party may terminate the Agreement by giving the other not less than three (3) months’ notice to expire at the end of Initial Term or any Renewal Term.
    2. 13.2 Either party (Non-Defaulting Party) may by giving notice to the other (Defaulting Party) terminate the Agreement as from the date of expiry of the notice if the Defaulting Party commits a material breach of the Agreement which, in the case of a breach capable of remedy, is not remedied within thirty (30) days after the Non-Defaulting Party has given notice containing details of the breach, requiring the breach to be remedied, and stating that, if it is not, the Agreement may be terminated without further notice. Failure to pay the Charges on or before the due date is a material breach of the Agreement.
    3. 13.3 Either party may at any time, by notice to the other, terminate the Agreement as from the date of expiry of the notice if an Insolvency Event occurs in relation to the other, except to the extent prohibited by Regulations; each party shall inform the other of the occurrence of an Insolvency Event in relation to it (including the filing of a notice of intention to appoint an administrator) or if it reasonably anticipates that an Insolvency Event might occur in relation to it.
    4. 13.4 Where any provision of the Agreement would have the effect of terminating the Agreement on a day other than the last day of a month, the Agreement terminates on the last day of that month.
11. 14. Consequences of termination
    1. 14.1 Termination of the Agreement does not affect the rights or liabilities of the parties under this clause or which have accrued on or before termination, and the continuance in force of clauses 16 (Confidentiality), 17 (Intellectual Property Rights), 18 (Indemnity), and 19 (Limitation of Liability), and any other clause which by its nature would be reasonably deemed to survive, which shall survive termination of the Agreement.
    2. 14.2 The right to use the Provet Cloud Service ends immediately on the date of termination, and (i) during the sixty (60) days following termination you must retrieve and delete all Your Data from the Provet Cloud (other than data held in automatically generated archive or back-up libraries (Archive Data)), and (ii) we may delete Your Data remaining on the Provet Cloud after the end of that period and retain copies of Archive Data where it is not reasonably practicable to identify and destroy the Archive Data, in which case we shall not access the Archive Data without your consent or otherwise as necessary to comply with Regulations.
    3. 14.3 All Charges that are outstanding on the date of termination become immediately due and payable.
12. 15. Warranties
    1. 15.1 Each party represents, warrants, and undertakes to the other that it has full power and authority to enter into and perform its obligations under the Agreement.
    2. 15.2 All warranties, conditions, or terms not set out in the Agreement, and which would otherwise be implied or incorporated into the Agreement by statute, common law or otherwise (other than as to the title to goods) are hereby excluded except to the extent they may not be excluded or limited by law.
13. 16. Confidentiality
    1. 16.1 Save as provided in this clause, each of us undertakes to the other in relation to the Confidential Information of the other or its Affiliates (i) to keep confidential all Confidential Information, (ii) not to disclose Confidential Information without the other’s prior written consent to any other person except those of its employees who have a need to know the Confidential Information, (iii) not to use Confidential Information except for the purposes of performing its obligations under the Agreement (and in particular not use Confidential Information to obtain a commercial, trading or any other advantage), and (iv) to keep separate from all other information all Confidential Information in its possession or control.
    2. 16.2 This clause does not apply to Confidential Information which is (i) in the possession of the other or its Affiliates free of any duty of confidentiality on the date of disclosure, (ii) in the public domain at any time other than as a result of a breach of the Agreement, or (iii) is required to be disclosed by Regulations or the rules of any recognised exchange on which the securities of a party are or are to be listed, or in connection with proceedings before a court of competent jurisdiction or under any court order or for the purpose of receiving legal advice, but only to the extent and for the purpose of the disclosure.
    3. 16.3 Confidential Information is valuable, and compensation might not be an adequate remedy for either of us (or its Affiliates) and so each of us (and its Affiliates) are entitled, without proof of special damage, to an injunction and other equitable relief for any actual or threatened breach of this clause.
14. 17. Intellectual Property Rights
    1. 17.1 Nothing in the Agreement affects the ownership of any Intellectual Property Rights which we or you own immediately before the Commencement Date, and in your case, ownership of Your Data, and all rights are reserved by the owning party
    2. 17.2 We warrant that provision of the Provet Cloud Service and the Payment Service will not infringe any copyright or similar right existing under the laws where Authorized Users use the Provet Cloud Service.
15. 18. Indemnity
    1. You shall indemnify us, our Affiliates, and our or their officers, employees, agents, and contractors (Indemnified Persons) in respect of all Loss incurred or sustained by the Indemnified Persons arising from or in connection with any claim by any third party relating to use of the Provet Cloud Service or Your Data, except where and to the extent the claim is due to our fraud, negligence, or breach of the Agreement.
16. 19. Limitation of liability
    1. 19.1 Event of Default
       1. This clause sets out the maximum liability we incur in respect of a breach of the Agreement and a tortious act or omission (including negligence), breach of statutory duty or misrepresentation, in connection with the Agreement (each being an Event of Default), and all other liability is excluded, except that nothing in the Agreement affects our liability for death or personal injury, fraud, or any other liability to the extent it cannot be excluded or limited by law.
    2. 19.2 Financial limitation
       1. Our total aggregate liability for all Events of Default shall not exceed an amount equal to the aggregate of the first three (3) months’ Subscription Charges or, if greater, the first monthly Subscription Charge multiplied by three (3).
    3. 19.3 Consequential loss
       1. In no event shall we be liable for loss of profit, loss of reputation, loss of business, revenue or goodwill, anticipated savings, loss of or damage to data or for any consequential or indirect loss, cause by an Event of Default, regardless of whether the Loss would arise in the ordinary course of events, is reasonably foreseeable, is in the contemplation of the parties, or otherwise.
    4. 19.4 Limitation period
       1. Neither party is entitled to bring a claim after twelve (12) months has elapsed since the cause of action arose or, if later, the party became aware or ought reasonably to have been aware of the cause of action.
    5. 19.5 No claims
       1. You must not, and must procure that none of your Affiliates, bring any claim against any individual employee or officer of ours in respect of or relating to any Event of Default.
    6. 19.6 Pricing Errors
       1. We make no representation, and give no warranty, undertaking or any other assurance that the Services shall not or may not result in any Pricing Error. In no event are we or any of our Affiliates liable for Pricing Errors or, without limiting the general nature of this clause, for any Loss incurred or sustained by you, your Affiliates, or Authorized Users, which in whole or part is caused or contributed to by (i) any act or omission of ours or any of our Affiliates in the copying, adapting, translating, arranging, or otherwise altering any data, information, or procedure relating to the fees, disbursements, and other costs (or any of them) charged by you or your Affiliates or the way in which they (or any of them) are calculated, or (ii) any error or insufficiency in the Provet Cloud or the Provet Cloud Service.
17. 20. Force majeure
    1. If a party is prevented, hindered, or delayed from or in performing any of its obligations under the Agreement by a Force Majeure Event then that party’s obligations under the Agreement shall be suspended for so long as the Force Majeure Event continues and to the extent that party is so prevented hindered or delayed. If the fulfilment of the Agreement has been prevented or delayed for more than one (1) month due to a Force Majeure Event, either of us may (without liability) terminate the Agreement with immediate effect by notifying the other in writing.
18. 21. Rights of third parties
    1. Except as provided in the Agreement, the Agreement does not create, confer, or purport to confer any benefit or right enforceable by any person not a party to it.
19. 22. Notices
    1. A notice under the Agreement must be given in writing. We may provide notice to you through your account, the email address you have provided to us, or in-product notifications. You agree that any electronic communication will satisfy any applicable legal communication requirements, including that such communications be in writing. Any notice to you will be deemed given upon the first business day after we send it. You will provide notice to us by email to the address first set out above. Your notices to us will be deemed given upon receipt.
20. 23. Entire agreement
    1. The Agreement constitutes the entire agreement between us relating to the Services and supersedes all prior statements and other representations, agreements, understandings, and other dealings made by or involving us or any third party relating to the Services (collectively or any of them being Dealings). Each of us has entered the Agreement without relying on Dealings other than as expressly set out in the Agreement. Neither you nor we have a claim in respect of Dealings expressly set out in the Agreement other than for breach of contract, which shall be to the exclusion of any other claim in respect of those Dealings. Nothing in the Agreement affects the liability of a party for fraudulent misrepresentation.
21. 24. Amendments
    1. We may amend these Provet Cloud Terms of Service, the Professional Services Terms, the Data Processing Terms, and the Payment Service Terms (or any of them) (each being a Contract Document) from time to time, with notice to you in accordance with clause 22 (Notices) or by posting the modified Contract Document on our website. As part of the notice, we will specify the effective date of the amendments.
22. 25. Rights are cumulative
    1. Our respective rights under the Agreement are cumulative and (unless otherwise provided in the Agreement) are not exclusive of any rights provided by law or in the Agreement.
23. 26. Further assurance
    1. Each party shall at the request and cost of the other execute all deeds and other documents and do all things that the other may require (acting reasonably) to give effect to the Agreement.
24. 27. Waiver
    1. No failure or neglect by a party to enforce rights under the Agreement is to be construed as or deemed to be a waiver of those rights and does not affect the validity of the whole or part of the Agreement nor prejudice that party’s other rights; a waiver by a party of its rights under the Agreement is not a waiver of any other right.
25. 28. Invalidity
    1. A provision of the Agreement, which is held to be illegal, invalid, or unenforceable is, to that extent, excluded from the Agreement and the legality, validity, and enforceability of the remainder of it is unaffected.
26. 29. Assignment
    1. We may assign our rights under the Agreement, including the right to receive the Charges. You must not assign, transfer, charge, dispose of, or in any other way deal with its rights under the Agreement
27. 30. No partnership
    1. Neither you nor we are agreeing to share profits nor create a partnership between us by virtue of the Agreement.
28. 31. Publicity
    1. We may identify you as a customer of Nordhealth, including by using your logo and name on our website and in marketing materials. We will respect procedures and guidelines you provide for depicting your name and logo.
29. 32. Governing law
    1. The Agreement and all matters arising out of or in connection with the Agreement shall be interpreted, construed, and governed exclusively in accordance with the laws of Finland without reference to its choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods done at Vienna April 11, 1980 is excluded.
30. 33. Jurisdiction
    1. 33.1 In the event no settlement can be reached by means of negotiations, any dispute, controversy, or claim arising out of or relating to the Agreement, or the breach, termination, or validity of it shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Finland Chamber of Commerce. The arbitration shall take place in Helsinki, Finland. The arbitration shall be conducted, and the arbitration award shall be given in the English language. The arbitration procedure and all thereto related material and information shall be treated as the Confidential Information of each of us.
    2. 33.2 Each of us nevertheless is entitled to claim outstanding receivables under the Agreement at the courts of the other’s registered domicile.
    3. 33.3 Either of us, before or during any legal proceedings, may apply to a court having jurisdiction for a temporary restraining order, preliminary injunction, or order for specific performance where such relief is necessary to protect that our interests pending completion of the legal proceedings.

B. Glossary

1. 1. In the Agreement, unless the context otherwise requires, capitalised expressions in the body of the Agreement have the meaning given to them and the following definitions apply:
   1. Account means an active account of an Authorised User on the Provet Cloud.
   2. Affiliate means in relation to any company, partnership, or other person, including a party, any other company, partnership, or other person who Controls, is Controlled by, or is under common Control with, that company, partnership, or other person , and Control means the beneficial ownership of more than fifty per cent (50%) of the voting share capital of, or the legal power to direct or cause the direction of, the company, partnership, or other person in question, and Controlled shall be construed accordingly.
   3. AI Services means all or any of the software and services of the AI Service Provider that utilize artificial intelligence technologies, including machine learning, natural language processing, or predictive analytics and are from time to time accessible via the AI Tool.
   4. AI Service Provider means the service provider and its Affiliates that make available the AI Services.
   5. AI Tool means any feature of the Provet Platform that enables Authorised Users to transit requests, information, prompts, or instructions, including Your Data, to the AI Services for the purpose of performing tasks such as data analysis, automation, or decision support. AI Tools are developed and managed by independent third-party providers and are subject to their terms and conditions.
   6. Authorized User or Authorised User means a person, being an employee, agent, locum or other independent contractor of you or your Affiliates, authorised to use the Provet Cloud Service and whose ability to do so is registered on the Provet Cloud by way of an Account or recorded in another way approved by Nordhealth from time to time.
   7. Business Day means Monday to Friday excluding public and bank holidays in Finland.
   8. Charges means the fees, charges, and expenses to which clause 5 (Charges) and the Agreement refer.
   9. Commencement Date means the date on which the first Subscription Agreement or Statement of Work has been signed by you and by us, you start to use the Provet Cloud, or when we start to provide services at your request, whichever is the earlier.
   10. Confidential Information means, in relation to a party or any of its Affiliates, the fact of and the terms of the Agreement, and all other information and trade secrets relating to that party’s or the relevant Affiliate’s business or customers which come into the possession of the other party pursuant to the Agreement, whether orally, or in documentary, electronic or other form, including all (if any) such information held by the other as of the Commencement Date.
   11. Consultant means an individual who is to be engaged or who is engaged (as appropriate) in the provision of the Services.
   12. Data Processing Terms means the terms applicable to the processing of personal data on your behalf as part of the Services accessible at https://www.provet.cloud/dpa.
   13. Documentation means the materials available at https://support.provet.cloud/hc/en-gb
   14. Force Majeure Event means any event which is beyond the reasonable control of a party and which event affects that party’s performance, including acts of God, war, terrorism, fire, and natural disasters, which could not have been, or the effects of which could not have been, avoided in accordance with Good Industry Practice, excluding industrial action of the party obliged to perform or insufficiency of funds.
   15. Good Industry Practice means in relation to any undertaking in any circumstances, the degree of skill, diligence, prudence, and foresight which would reasonably and ordinarily be expected from a skilled and experienced person in the same or similar circumstances.
   16. Initial Term means the period commencing at 00.01 hours on the Commencement Date and ending at midnight on the date set out in the Subscription Agreement, subject to clause 1.2.
   17. Insolvency Event means each and any of the following in relation to a party (a) any action (corporate or otherwise), legal proceedings or other procedure or step is taken by any person in any jurisdiction in relation to or with a view to: (i) the winding up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of a party; (ii) the appointment of a liquidator, trustee in bankruptcy, receiver, administrative receiver, administrator, nominee, supervisor or similar officer in respect of a party or any of its assets; (iii) the enforcement of any security over any assets of a party; or (iv) the attachment, sequestration, distraining upon or execution over or affecting any material asset of a party, which in any case is not withdrawn or dismissed as soon as reasonably practicable; (b) the party is unable to pay its debts as they fall due or is insolvent, or the other party perceives (acting reasonably) that to be the case; (c) the party enters into a composition or arrangement with any creditor, or its creditors or any class of them; or (d) any analogous event occurs in any jurisdiction in which the party is incorporated or established.
   18. Intellectual Property Rights means any and all patents, trade marks, business names, copyright, moral rights, database rights, rights in designs, rights in inventions, and any and all other intellectual property rights, whether or not registered or capable of registration and whether subsisting anywhere in the world and including all applications and rights to apply for any of them together with all or any associated goodwill.
   19. Loss and Losses includes all loss, damage, cost, and expense.
   20. Passwords means the log-in details, private keys, passwords, and other data or information intended to prevent unauthorised use the Provet Cloud Service.
   21. Payment Service means the making available by us to you of our integration with the payment services of Adyen N.V. (or its replacement from time to time), subject to the Payment Service Terms.
   22. Payment Service Terms means the additional terms applicable to the provision of the Payment Service accessible at https://www.provet.cloud/payment-service-terms.
   23. Pricing Error means an error, omission, or insufficiency from time to time in any process operated by you or your Affiliates, including use of the Provet Cloud Service, relating to the charging or invoicing of fees, disbursements, and other costs (or any of them) by you or your Affiliates.
   24. Professional Services means all or any tasks required to bring into productive use the Provet Cloud, and to assist with or to improve use of the Provet Cloud, more particularly described in the Statement of Work.
   25. Professional Services Terms means the additional terms applicable to the Professional Services accessible at https://www.provet.cloud/professional-services-policy.
   26. Professional Services Charges means the fees for the provision of Professional Services set out in or calculated in accordance with the applicable Statement of Work.
   27. Provet Cloud or Provet Platform means the proprietary application described in the Documentation, including application programming interfaces, operated by us in such form as we release from time to time.
   28. Regulations means all legislation, and all rules or regulations of any kind, including orders, instructions or directions of a competent authority, and all related official guidance, whether enacted or enforced by any competent authority.
   29. Renewal Term means each consecutive period set out in the Subscription Agreement and ending in accordance with clause 1.2 in respect of use of the Provet Cloud Service, the first period starting immediately after the Initial Term.
   30. Provet Cloud Service means the making available of the Provet Cloud and the associated support services to which clause 6 (Support and availability) refers.
   31. Regulations means all legislation, and all rules or regulations of any kind, including orders, instructions or directions of a competent authority, and all related official guidance, whether enacted or enforced by any competent authority.
   32. Services means the Provet Cloud Service, the Payment Service, and the Professional Services, or any of them.
   33. Statement of Work means the written description (if any) agreed between us of the tasks required to bring into productive use the Provet Cloud or to assist with or to improve use of the Provet Cloud, as may be amended from time to time in accordance with the Professional Services Terms.
   34. Subscription Agreement means a written request by you (in terms agreed with us) for the provision by us of the Provet Cloud Service in such form as we may require.
   35. Subscription Charges means the subscription fees in respect of your use of the Provet Cloud Service calculated in accordance with the Agreement, excluding fees (if any) relating to transactions.
   36. Virus means any code or data designed or adapted to impair or otherwise adversely affect the operation of any computer or equipment, prevent or hinder access to any program or data (whether by rearranging the same within the computer or equipment or any storage medium or device, or by altering or erasing the program or data in whole or part, otherwise), including computer viruses and other similar things.
   37. Your Data means all or any data and information, including videos, text, sounds, and images, processed on the Provet Cloud by Authorized Users.
2. 2. The headings are for convenience only and do not affect the interpretation of the Agreement, and references to:
   1. 2.1 includes or including mean that the following words are to be construed without limitation to the generality of the preceding words;
   2. 2.2 any document (including the Agreement) or a provision of it shall be construed as a reference to that document or provision as amended from time to time by agreement between the parties in accordance with the Agreement;
   3. 2.3 indemnify means on demand to indemnify and keep indemnified, and hold harmless, the party to be indemnified on an after-tax basis;
   4. 2.4 writing includes any method of reproducing words in a legible and non-transitory form, including email;
   5. 2.5 rights includes the rights and remedies of the party in question; and
   6. 2.6 the singular includes the plural and vice versa.
3. 3. Each obligation of a party under the Agreement, and any reference to an act or omission of a party, unless the context otherwise requires, includes (in the case of the former) an obligation to procure that the obligation (where necessary) is performed by an Affiliate of the party, and (in the case of the latter) any act or omission of an Affiliate of that party.
4. 4. Where there is a conflict or inconsistency between these Provet Clout Terms of Service and a Subscription Agreement, subject to clauses 1.2 and 13.4, the latter prevails to the extent of the conflict or inconsistency.

Appendix 1

UK Terms

1. 1. Rights of third parties
   1. An additional clause 21.2 is included in the following terms:
   2. “Indemnified Persons under clause 18 (Indemnity), and employees and officers of Nordhealth under clause 19.5 (No claims), may enforce the benefit of those provisions under the Contracts (Rights of Third Parties) Act 1999, except that the parties are entitled to rescind or vary the Agreement without their consent.”
2. 2. Governing law
   1. Clause 32 is replaced by the following:
   2. The Agreement, and any non-contractual obligations in connection with the Agreement, shall be governed by and construed in accordance with English law.

Appendix 2

USA Terms

1. 1. References to “Nordhealth” and “we”
   1. 1.1 In the USA, the Payment Service may be provided by Nordhealth USA Inc (Nordhealth USA), and whether that is the case will be displayed on the order form which you complete on-line; where that order form makes no reference to Nordhealth USA, then Nordhealth Finland OY (Nordhealth Finland) will be responsible for the provision of the Payment Service.
   2. 1.2 The following provisions of this paragraph apply where Nordhealth USA is responsible for the provision of the Provet Service in the USA (but not otherwise).
      1. 1.2.1 The parties to the Agreement shall be Nordhealth Finland and, only in relation to the provision of the Payment Service in the USA, Nordhealth USA.
      2. 1.2.2 The liability of Nordhealth Finland and Nordhealth USA shall be several, so that neither incurs any liability for any act, omission, or default of the other in relation to their respective obligations and liabilities under or in connection with the Agreement.
      3. 1.2.3 Subject to paragraphs 1.2.2 and 1.2.4, references to Nordhealth and we in the Provet Cloud Terms of Service, the Payment Service Terms, the Data Processing Terms, and the Professional Services Terms shall be deemed to be, where and to the extent any provision of those terms applies to:
         (a) the Services excluding the Payment Services in the USA, references to Nordhealth Finland; and
         (b) the Payment Services in the USA, references to Nordhealth USA.
      4. 1.2.4 In determining the application of any exclusion or limitation of liability in the Agreement, any claims you may have against Nordhealth Finland or Nordhealth USA under or in connection with the Agreement shall be aggregated and taken into account, to the intent that the relevant exclusion or limitation of liability shall not apply separately to Nordhealth Finland and Nordhealth USA.
2. 2. Warranty Disclaimer
   1. Clauses 6.1 shall be deemed deleted and 15.2 shall be replaced with the following:
      EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THE AGREEMENT, AND EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE WARRANTIES SET FORTH IN THE AGREEMENT ARE THE EXCLUSIVE WARRANTIES OFFERED BY NORDHEALTH AND ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE ARE EXPRESSLY DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, AND ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NORDHEALTH DOES NOT WARRANT THAT THE SERVICES WILL (I) MEET YOUR REQUIREMENTS; (II) BE SECURE, TIMELY, OR UNINTERRUPTED; (III) BE ERROR FREE OR THAT ANY DEFECTS WILL BE CORRECTED; (IV) BE FREE OF HARMFUL CODE OR OTHER HARMFUL COMPONENTS, OR (V) BE COMPATIBLE WITH OR OPERATE IN COMBINATION WITH ANY HARDWARE OR SOFTWARE EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THE DOCUMENTATION.
3. 3. Exclusion and limitation of damages
   1. Clauses 19.1, 19.2, and 19.3 are replaced with the following:
      1. 3.1 EXCEPT FOR LIABILITY THAT MAY NOT BE EXCLUDED OR LIMITED PURSUANT TO APPLICABLE LAW, IN NO EVENT SHALL NORDHEALTH OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES, BE LIABLE TO YOU, ANY AUTHORIZED USER, OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, LIQUIDATED, OR CONSEQUENTIAL DAMAGES OF ANY KIND, NOR FOR ANY LOST PROFITS, REVENUES, INCOME, BUSINESS, ANTICIPATED SAVINGS, DATA, REPUTATION, OR ANY LOSSES OF AN ECONOMIC OR FINANCIAL NATURE, REGARDLESS OF WHETHER SUCH LOSSES MAY BE DEEMED AS CONSEQUENTIAL OR ARISING DIRECTLY AND NATURALLY FROM THE INCIDENT GIVING RISE TO THE CLAIM, AND REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE OR WHETHER NORDHEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES.
      2. 3.2 EXCEPT FOR LIABILITY THAT MAY NOT BE EXCLUDED OR LIMITED PURSUANT TO APPLICABLE LAW, NORDHEALTH’S TOTAL AGGREGATE LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY AND ALL CLAIMS AND DAMAGES ARISING FROM OR OUT OF THE AGREEMENT REGARDLESS OF THE FORM OR CAUSE OF ACTION OR THE ALLEGED BASIS OF THE CLAIM (WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) SHALL IN NO EVENT EXCEED THE SUBSCRIPTION CHARGES PAID BY YOU TO NORDHEALTH DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO THE APPLICABLE CLAIM.
4. 4. Pricing Errors
   1. Clause 19.6 is replaced with the following:
      1. WE MAKE NO REPRESENTATION, AND GIVE NO WARRANTY, UNDERTAKING OR ANY OTHER ASSURANCE THAT THE SERVICES SHALL NOT OR MAY NOT RESULT IN ANY PRICING ERROR. IN NO EVENT ARE WE OR ANY OF OUR AFFILIATES LIABLE FOR PRICING ERRORS OR, WITHOUT LIMITING THE GENERAL NATURE OF THIS CLAUSE, FOR ANY LOSS INCURRED OR SUSTAINED BY YOU, YOUR AFFILIATES, OR AUTHORIZED USERS, WHICH IN WHOLE OR PART IS CAUSED OR CONTRIBUTED TO BY (I) ANY ACT OR OMISSION OF OURS OR ANY OF OUR AFFILIATES IN THE COPYING, ADAPTING, TRANSLATING, ARRANGING, OR OTHERWISE ALTERING ANY DATA, INFORMATION, OR PROCEDURE RELATING TO THE FEES, DISBURSEMENTS, AND OTHER COSTS (OR ANY OF THEM) CHARGED BY YOU OR YOUR AFFILIATES OR THE WAY IN WHICH THEY (OR ANY OF THEM) ARE CALCULATED, OR (II) ANY ERROR OR INSUFFICIENCY IN THE PROVET CLOUD OR THE PROVET CLOUD SERVICE.
5. 5. Governing law
   1. Clause 32 is replaced with the following:
   2. The Agreement and all matters arising out of or in connection with the Agreement shall be interpreted, construed, and governed exclusively in accordance with the laws of the State of New York without reference to its choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods done at Vienna April 11, 1980 is excluded.