Last updated: November 2025

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

0.2. Centrim Life shall provide access to the Software and Services specified in the Order Form, including hosting, routine updates and business-hours support. The Care Provider shall appoint a primary administrator as the main operational contact.

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

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
• (d) optional add-ons services of data migration

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.

2.2. Fees and billing arrangements are as set out in the Order Form.

3.1. The User is granted a non-exclusive, non-transferable licence to use the Software for its internal business purposes only. The User shall not copy, modify, reverse-engineer or sublicense the Software and must ensure all Users comply with the EULA and Acceptable Use Policy.

3.2. Centrim Life may suspend access on five Business Days’ notice for non-material breaches, 72 hours for material breaches, or immediately if necessary for security or legal compliance.

3.3. Reasonable usage limits may be applied; persistent usage exceeding 150 percent of comparable Care Providers may require plan adjustment or renegotiation after 30 days’ notice.

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. the 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 of 12 months.

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 6.4, 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. 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.

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

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

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

8.4. Centrim Life warrants it has full rights to grant the licence hereunder and will indemnify the Care Provider against valid Intellectual Property infringement claims.

9.1. All parties retain ownership of all  Data. Nourish Care and Centrim Life acts solely as Data Processors and will process such data only under the Care Provider’s instructions.

9.2. Centrim will maintain a current list of subprocessors, notify the Care Provider of any material change 10 Business Days in advance, and report any personal-data breach within 24 hours of discovery.

9.3. Any transfers outside the UK or EEA shall comply with the UK International Data Transfer Agreement or the UK Addendum to the EU SCCs.

10.1. Except for death, personal injury, fraud or wilful misconduct, Centrim Life’s aggregate liability in any 12-month period shall not exceed the fees paid by the Care Provider during the preceding six months. For data-breach or business-continuity failures, liability is capped at three months’ fees.

10.2. Neither party shall be liable for indirect or consequential losses, including loss of profit, data or goodwill.

10.3. Centrim Life remains responsible for its subcontractors except where failure arises from a Force Majeure Event.

10.4. Centrim Life warrants that the Software will materially conform to its documentation for 90 days from delivery and that the Services will be provided with reasonable skill and care. Except as expressly stated, all other warranties, conditions and representations are excluded to the fullest extent permitted by law. The Care Provider is solely responsible for compliance with sector-specific and regulatory obligations. permitted by law.

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

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

11.3. 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.

11.4. 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.

11.5. 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.

11.6. Nourish may transfer or assign this agreement to any current subsidiary or parent Reseller, 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.

11.7. 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.

11.8. 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.

11.9. 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.

11.10. The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the Parties submit to the exclusive jurisdiction of the English courts.

11.11. 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.

11.12. 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.

12.1. 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.

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

• 13.1.1. Order Form.
• 13.1.2. these Terms.
• 13.1.3. the applicable Schedules.

All fees for the Initial Term or any Renewal Term are payable in advance and are non-refundable. If the Client elects to terminate early, it shall not be entitled to any refund, credit, or deduction for any portion of the prepaid fees.

If a change of control of Centrim Life materially affects the Client’s rights or the continuity of the Services, the Client may terminate this Agreement on thirty (30) days’ written notice.

16.1. Centrim Life and Nourish Care acts as the Processors and the Care Provider as Controller.

16.2. The Processing purpose of delivery is to provide Care Provider software services.

16.3. Both parties have security measures in line with GDPR including encryption, controlled access and annual Disaster Recovery testing. Personal-data breaches will be reported within 24 hours.

16.4. Any international transfers follow the UK IDTA or Addendum to EU SCCs.