Last updated: April 2024

0.1. The Reseller owns, or is the licensee of, the Software or Services, which Nourish wishes to Resell.

0.2. Altra Health provides a Family Engagement App, a secure engagement app that allows care homes to share updates on the well-being of residents directly with families. Families only see information relevant to their loved one through videos, pictures, messages and more.

0.3. This agreement sets out the terms agreed between the parties for the Reseller Services.

0.4. Nourish wishes to resell the Altra Health products that integrates with their platform to their clients.

1.1. As part of this Terms of Service the Reseller offers:

• (a) access to the Reseller application or Services;
• (b) applicable training as per Order Form;
• (c) applicable support

1.2. The scope and features of the Services are set out in Schedule 1.

2.1. Your Subscription Period to these Services will commence on the first Billing Date detailed in the Order Form.

3.1. The Care Provider is responsible for the security of their account and are fully responsible for all activities that occur through the use of the credentials.

3.2. The Care Provider may not share the credentials for the account with any third party.

3.3. The Care Provider agrees to notify Altra immediately at help@altra.ie if they suspect or know of any unauthorised use of log-in credentials or any other breach of security with respect to the account.

3.4. Altra will not be liable for any loss or damage arising from unauthorised use of credentials prior to the Care Provider notifying Altra of such unauthorised use or loss of credentials.

3.5. When creating an account, the Care Provider will provide and update true, accurate, current, and complete information to the Altra services.

3.6 Altra reserve the right to disallow, cancel, remove, or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate the account if activities occur on the account which, in Altra’s sole discretion, would or might constitute a violation of this agreement, cause damage to or impair the service, infringe or violate any third party rights, damage or bring into disrepute the reputation of Altra, or violate any applicable laws or regulations.

3.7 If messages sent to the e-mail address, the Care Provider provides, are returned as undeliverable, then Altra may terminate the account immediately without notice and without any liability.

4.1. Subscription Period is detailed in the Reseller Order Form.

5.1. If this Contract is terminated all rights to use the Licence and / or the Services listed in the Order Form shall be terminated.

5.2. Without prejudice to any other rights or remedies it may have, Nourish may cancel, terminate or suspend the Contract (for the avoidance of doubt to include the provision of the Hardware and / or the Services) immediately on giving written notice to the Care Provider if:

• 5.2.1. the Care Provider commits a material breach of any of the Terms of the Contract and (if such a breach is remediable) fails to remedy that breach within thirty (30) calendar days of the Care Provider being notified in writing of the breach.
• 5.2.2. Care Provider fails to pay any undisputed sum due under the Contract in excess of 25% of the annual Fees within fourteen (14) calendar days of receipt of a notice of non-payment from Nourish.
• 5.2.3. an order is made, or a resolution is passed for the winding up of the Care Provider, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the Care Provider.
• 5.2.4. an order is made for the appointment of an administrator to manage the affairs, business and property of the Care Provider, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Care Provider, or notice of intention to appoint an administrator is given by the Care Provider or the directors of the Care Provider or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986);
• 5.2.5. a receiver is appointed of any of the Care Provider’s assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the Care Provider, or if any other person takes possession of or sells the Care Provider’s assets;
• 5.2.6. the Care Provider makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
• 5.2.7. the Care Provider ceases, or threatens to cease, to trade.

5.3. The Care Provider may terminate the Contract without liability to Nourish immediately on giving written notice to Nourish if Nourish commits a material breach of any of the Terms of the Contract and (if such a breach is remediable) fails to remedy that breach within thirty (30) calendar days of Nourish being notified in writing of the breach.

5.4. Either Party may terminate the Contract without liability to the other at the end of the current Subscription Term provided they are given written notice of not less than thirty (30) calendar days due to expire on the expiry of the current Subscription Term confirming that the Party does not want the Subscription Term to be extended for a further period.

5.5. On termination of the Contract:

• 5.5.1. for breach by the Care Provider, the Care Provider shall immediately pay to Nourish all of Nourish’s outstanding unpaid invoices for fees and interest, in respect of Hardware and Services supplied but for which no invoice has yet been submitted, Nourish will submit an invoice covering the unpaid balance of the fees due, which shall be payable on presentation.
• 5.5.2. Nourish shall terminate all or any security features, access or User accounts that the Care Provider and / or User have with Nourish.
• 5.5.3. each Party shall as soon as reasonably practicable return or destroy (as directed in writing by the other Party) all Data, information, software, and other materials provided to it by the other Party in connection with the Terms including all materials containing or based on the other Party’s confidential information, except for one copy that it may use for audit purposes only, and subject to the confidentiality obligations in these Terms.
• 5.5.4. the accrued rights of Nourish and the Care Provider shall, notwithstanding any specific provision of these Terms, survive the termination of the Contract.

5.6. If a Party is required or requested by any law, regulation, or government or regulatory body to retain any documents or materials that it would otherwise be required to return or destroy under Clause 5.5.3, that Party shall not be in breach of Clause 5.5.3, with respect to the retained documents or materials.

5.7. During the Term and for one (1) year thereafter, the Care Provider shall not encourage or solicit any employee or independent contractor of Nourish to leave or terminate its relationship with Nourish for any reason.

6.1. Care Provider agrees to pay the Fees in accordance with the Terms specified in each Order Form and without deduction or set off. The Fees are non-refundable. 

6.2. All Fees and other charges are exclusive of VAT which will be added at the appropriate rate.

6.3. Nourish have the right to increase all Fees annually. For the avoidance of doubt, the annual Fees will not be reduced for the Subscription Term. The annual Subscription Fees will be increased annually on the anniversary date of the Subscription Term and will be subject to an increase of 5% or the CPI (Consumer Prices Index), whichever is the highest.

6.4. We reserve the right to suspend the supply of and / or access to the Services to the Care Provider where any undisputed amounts owed by the Care Provider to Nourish are overdue and remain overdue thirty (30) calendar  days after Nourish having provided the Care Provider written notification (which may be by email) of such default, until all such amounts have been paid in full (together with any accrued interest). Interest on late payments shall be charged by Nourish at the rate of 4% per month above the base lending rate as recommended from time to time of the Bank of England, accruing on a monthly basis and compounded monthly until payment is made, whether before or after any judgment.

6.5. All Fees must be paid via the Direct Debit payment system and the Care Provider agrees to complete the Direct Debit mandate. The Care Provider recognises and agrees that by completing a Direct Debit Instruction, Nourish are authorised to debit the Fees from the Care Provider’s nominated account. 

6.6. Where the Implementation Fee has not been paid by the Care Provider to Nourish prior to the implementation date for a specified Service in accordance with Clause 2.4, Nourish shall have no obligation to deliver the Hardware to the delivery location and Nourish shall be entitled to recover payment for any costs incurred in the provision of implementation services supplied for that Service.

6.7. Hardware and Services will not be refundable after the order has been placed with the exception of training which may be refunded if cancelled more than five (5) business days prior to the booked training date.

7.1. Nourish reserves the right to vary these Terms and Conditions, any material changes will be communicated to the Care Provider.

8.1 The Service is licensed, not sold, to you, and you may use the Service only as set forth in this agreement.

8.2 The service is not for persons under the age of 13 or for any users previously suspended or removed from the service by Altra. If the user is under 13 years of age, they must not use or access the service at any time or in any manner. By accessing or using the Service, the Care Provider affirms that users are either at least 18 years of age or have been authorised to use the Service by a parent or legal guardian who is at least 18 years of age.

8.3 The Service will be accessible via a laptop, computer mobile phone, tablet, or other wireless device (collectively, “Mobile Services”). Mobile carrier’s normal messaging, data, and other rates and fees will apply to use of the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by the mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, the users are solely responsible for checking with the mobile carrier to determine if the Mobile Services are available for the mobile device(s), what restrictions, if any, may be applicable to the use of the Mobile Services, and how much they will cost.

8.4 Please regard the following health disclaimer for use of the Altra Health app. Physical exercise, in all its forms, including but not limited to weightlifting, cardiovascular exercises of any kind, dance, walking, stretching, and running, and with or without the use of equipment such as weights or any other equipment that may be suggested by a Altra instructor, is a strenuous physical exercise and poses the risk of injury or physical or mental exhaustion. Accordingly, users are urged and advised to seek the advice of a physician before beginning any physical exercise, regimen, routine, and/or programme and use any suggested equipment, shown in any of the video clips on the Wellbeing Hub. Altra is not a medical organisation, and our instructors or staff cannot give medical advice or diagnosis. All suggestions and or comments relating to the use of equipment, poses, moves and instruction are not required to be performed by users and are carried out at users own election while viewing Altra videos. Nothing contained in this Wellbeing Hub should be construed as any form of such medical advice or diagnosis. By using our site, users represent that they understand that the practice of physical exercise involves strenuous physical movement and that such practice carries the risk of injury whether physical or mental. Users understand that it is their responsibility to judge physical and mental capabilities for practicing physical exercise. It is users responsibility to ensure that by participating in classes and activities from Altra, they will not exceed limits in the practice of physical exercise, and will select the appropriate level of classes for skills and abilities, as well as for any mental or physical conditions and/or limitations. Users understand that, from time-to-time instructors may suggest physical adjustments, movements or modifications or the use of equipment and it is the users sole responsibility to determine if any such suggested adjustment, movement or modification or equipment is appropriate for level of ability and physical and mental condition. Users expressly waive and release any claim that they may have at any time for injury of any kind against Altra, or any person or entity involved with Altra, including without limitation its directors, principals, instructors, independent contractors, employees, agents, contractors, affiliates and representatives

9.1. If either party receives any Confidential Information from the other, the receiving party must only use the other’s Confidential Information in a limited way to perform its respective obligations or exercise its respective rights under these Terms.

9.2. Each party must keep the other’s Confidential Information secret and safe, treat it as its own confidential information.

9.3. The obligations in clauses 8.1 and 8.2 do not:

• 9.3.1. apply to Confidential Information that is:
• 9.3.2. in the public domain otherwise than as a result of a breach of these Service Terms or another obligation of confidence.
• 9.3.3. independently developed by the recipient; or
• 9.3.4. already known by the recipient independently of its interaction with the other party and free of any obligation of confidence.

9.4. The Care Provider hereby acknowledges that the Reseller’s IPRs in the data, Reseller software and software programmes and assets owned or acquired by the Reseller and supplied or made available by the Reseller under this Agreement, and any and all IPRs in connection with the Services and performance of the Services, belong to and vest in the Reseller. In the event that the Order Form makes reference to third party data, then the Care Provider also hereby acknowledges that the third party data owner’s IPR in such data belongs to and vests in that third party and that the data supplied under this Agreement is produced in whole, or in part, under licence from and based in whole, or in part, from the protected material of a third party data owner. Furthermore, nothing contained herein will be construed as an assignment or licence (subject to this Agreement) of any such IPRs to the Care Provider which, at all times, shall vest in the Reseller or its licensor.

9.5. The Care Provider shall use all reasonable endeavours to prevent any infringement of the intellectual property rights.

9.6. The Care Provider undertakes not to use the Reseller software information, data, software programme or assets otherwise than in the exercise and performance of its rights and obligations under this Agreement.

9.7. The Care Provider may not make adaptions or variations of the Reseller software information data, software programme or assets without the prior consent of the Reseller.

9.8. The Care Provider may not disassemble, decompile, reverse, translate or in any other manner decode the Reseller software, software programme, data, and assets.

9.9. If the Care Provider makes any copies of the data, asset, Reseller software information or software programme, the Reseller shall at all times own such copies.

9.10. Where the Care Provider requires the Data for its own internal purposes the Care Provider will keep the data or the Services confidential and will require its employees to do likewise. The Care Provider will at all times take all reasonable steps in relation to its employees, authorised and duly appointed agents to ensure that no third party reproduces or publishes the data for his, her or its own financial gain (whether in hard copy or machine-readable form and whether directly or in condensed or tabulated form) save and except in accordance with the terms of this Agreement. Where the Care Provider is a list broker agency or similar and requires the data for use on behalf of or for the benefit of any third party, the data may only be disclosed to a third party which has contracted with such broker agency or similar for the acquisition of the data for a stated and particular use only and provided the Care Provider: –

• 9.10.1. has given the Reseller full details of the third party and of the proposed use of the data and;
• 9.10.2. that such third party has previously signed an agreement in respect of the use of the data in such form as may be required by the Reseller.

9.11. The Care Provider will not either during the Term of this Agreement or thereafter, disclose the software programme Reseller, software motion source code, so to the Care Provider’s clients or any third party, save in accordance with the terms of this Agreement.

9.12. The Care Provider acknowledges that the software programme Reseller, software motion source code constitutes an extremely valuable and important asset of the Reseller. Accordingly, without prejudice to the Reseller’s other rights whether arising under this Agreement or otherwise, in respect of the software programme Reseller, software motion source code and assets which in the opinion of the Reseller on the basis of such evidence as is reasonably available to the Reseller, is used by or on behalf of the Care Provider in the compilation of software programme Reseller, software motion source code (“the Care Provider’s database” which expression, where appropriate, shall include any part thereof) which is disclosed by or on behalf of the Care Provider to any third party, the Care Provider shall forthwith upon each such disclosure pay to the Reseller such sum as the Reseller determines that it would have charged for the supply of such part of the Care Provider’s database as was disclosed by or on behalf of the Care Provider which was similar to the names and the addresses in the software programme Reseller, software motion source code (taking into account in determining such sum the types of data elements within the software programme Reseller, software motion source code). Without prejudice to the generality of the foregoing, the Care Provider agrees that it shall be irrefutably assumed that the software programme Reseller, software motion source code, has been used by the Care Provider in the compilation of the Care Provider’s database if the entirety of the Care Provider’s database contains names and addresses which are similar to more than half the names and addresses in the software programme Reseller, software motion source code. In respect of any such compilation the Care Provider undertakes that it will maintain sufficient records including in respect of each such supply copies of those parts of the Care Provider’s database which are supplied to a third party and forthwith upon request provide such records and copies in such machine readable form as will enable the Reseller to assess on the Reseller’s own computer system the amounts due to the Reseller under this clause.

9.13. The Care Provider shall keep in strict confidence all technical or commercial know-how, specifications, the quotation, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Care Provider by the Reseller or its agents, and any other confidential information concerning the Reseller’s business or its products which the Care Provider may obtain. The Care Provider shall restrict disclosure of such confidential information to such of its employees, agents or sub-contractors as need to know it for the purposes of discharging the Care Provider’s obligations to the Reseller under this Agreement and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Care Provider. The Care Provider’s obligations under this Clause shall be subject to any disclosure of such information as may be required by law, or any body of competent jurisdiction.

9.14. The provisions of this Clause 8 shall survive the termination of this Agreement and the rights of the Reseller hereunder are in addition to and not in substitution for any rights possessed at law.

10.1. This Data Processing clause describes the type and categories of personal data being processed, the purpose of the processing, and the parties’ rights and obligations in relation to it.

10.2. The Personal Data is being processing to enable Altra and Nourish to provide Services to the Care Provider (the “Purpose”). The Parties consider the processing is necessary and proportionate to the Purpose.

10.3. The categories of personal data to be processed by Altra and or Nourish include personal and contact details: including names, address, telephone, email address, financial information; details of marketing and communications preferences; and details of an individual’s involvement with Care Provider.

10.4. Altra has appointed a specified contact to oversee its compliance with this clause and act as the point of contact in the event of a breach, data subject request, audit or other issue which arises in relation to the processing.

10.5. As provided in greater detail in this agreement, you acknowledge the following:

• 10.5.1 the use of the services may be subject to separate third-party terms of service and fees, including, without limitation, mobile network operator’s (the “Carrier”) terms of service and fees, including fees charged for data usage and overage, which are the users sole responsibility;
• 10.5.2 The user consents to the collection, use, and disclosure of personally identifiable information in accordance with Altra’s Privacy Policy available at https://www.helloaltra.com/privacy-policy  (“Privacy Policy”);

11.1. Altra, its affiliates, and their respective officers, directors, employees, agents, suppliers and licensors (collectively, the “ altra parties”) make no warranties or representations about the service and any content available on the service. The altra parties will not be subject to liability for the truth, accuracy, or completeness of any information conveyed to any user, or for any delays or interruptions of the data or information stream from whatever cause. As a user, you agree that you use the service and any content thereon at your own risk. Users are solely responsible for all content you upload to the service. The altra parties do not warrant that the service will operate error free, or that the service and any content thereon are free of computer viruses or similar destructive features. If the users use of the service or any content thereon results in the need for servicing or replacing equipment or data, then no altra party will be responsible for those costs. The service and all content thereon are provided on an “as is” and “as available” basis without any warranties of any kind. Accordingly, the altra parties disclaim all warranties, including, but not limited to, the warranties of title, merchantability, non-infringement of third party rights, and fitness for particular purpose. In no event will any altra party be liable for any special, indirect, punitive, incidental, or consequential damages, lost profits, or damages resulting from lost data or business interruption resulting from, or in connection with, the use or inability to use the service and any content thereon, whether based on warranty, contract, tort (including negligence), or any other legal theory, even if such altra party has been advised of the possibility of such damages. Altra’s liability, and the liability of any other altra parties, to you or any third parties in any circumstance is limited to the greater of the fees you have paid us and €100.

11.2. Otherwise Refer to Nourish Standard Terms and Conditions.

12.1. We may refer to the Care Provider as a customer and as a User in marketing and public relations materials unless otherwise agreed in writing.

12.2. In performing its obligations under the Contract, both Parties shall comply with all applicable laws, statutes and regulations.

12.3 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable, it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.

12.4 Failure or delay by either Party in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract.

12.5 The Contract shall not be enforceable by any third party (as defined in the Contracts (Rights of Third Parties) Act 1999) including, for the avoidance of doubt, any User.

12.6 Nourish may transfer or assign this agreement to any current subsidiary or parent company, or successor in interest in the event of a sale or merger, such transfer or assignment to be effective upon notice to the Care Provider.

12.7 Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the Parties, nor constitute any Party the agent of another Party for any purpose. No Party shall have authority to act as agent for, or to bind, the other Party in any way.

12.8 The Contract constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

12.9 Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

12.10 Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

12.11 Nourish may from time to time make practice guidelines and assessments (the “Guidance”) accessible via the Care Solution Services. Nourish shall use reasonable endeavours to ensure that the Guidance is accurate and reflects best practice, and as such the Guidance is provided on an ‘as is’ basis. Nourish shall not be liable for any loss or damage arising out of any use of or reliance on the Guidance. For the avoidance of doubt, any Users who use the Care Solution Services and rely on the Guidance do so at their own risk. In the event that any Users become aware of any errors in the Guidance then such Users shall promptly notify Nourish in writing providing details of such errors.  All Users should use their own clinical judgement and expertise when making any decisions.

12.12 Except for Billing Dates or dates otherwise set out in the Order Form, all dates and timescales are estimates only. Furthermore, due to projects often requiring a collaborative nature, the Parties agree that failure to meet a specified date will not be treated as a breach of contract by Nourish.

13.1. Any notice or communications about a Contract must be sent by email to contracts@nourishcare.com or email as provided by the Care Provider, to the recipient Party. Any notice shall be deemed served at the time of email transmission.

14.1. If there is any inconsistency between any of the provisions of the Contract, the following descending order of priority shall apply:

• 14.1.1. Order Form.
• 14.1.2. these Terms.
• 14.1.3. the applicable Schedules.

16.1. Following the agreement coming into existence between the parties in accordance with Clause 2, Nourish and Altra shall provide the Services set out in the Order Form to the Customer in accordance with the Agreement.

16.2. Both Nourish and Altra shall use reasonable endeavours to provide the Services using reasonable skill and care.