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. Found offers care providers powerful tools and modular solutions to effectively manage enquiries, customer relationships, networking, occupancy, finance and billing. Found is designed and constructed by care experts to be intuitive to use, simplifying care team’s admin through cutting-edge technology and fitting seamlessly into the operations of care providers care homes.

0.3. Found offers Care Providers access to excellent dedicated customer support teams as well as ongoing training resources.

0.4. Lottie will provide the following Software and Services to market the Care Provider’s Care Facilities under this Agreement:

• 0.4.1. Lottie Platform
• 0.4.2. Found by Lottie

0.5. The Care Recipient or Care Seeker, as applicable, shall enter into an agreement for the provision of Care Services with a Care Provider. Lottie may assist in this respect at its discretion but does not determine or negotiate any terms of the Resident Agreement entered between Care Providers and Care Seekers. 

0.6. 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

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. One-off charges and any set up fees are due on commencement of the Agreement.

3.1. The Customer may grant only the Authorised Users access to the Software. The Customer may at any time during the Term designate in writing further individuals and legal persons in addition to the identified Service Recipient Group on the Order Form as Authorised Users subject to the payment of the relevant fees for such additional users. The Customer is responsible for ensuring compliance by the Authorised Users with the provisions of this Agreement.

3.2. Care Provider appoints Lottie to promote and market its Care Services and Care Facilities, as well as introduce Care Seekers, under the terms of this Agreement in the form of Listings on the Platform with the objective of securing Enquiries and/or Placements.

3.3. The Care Recipient or Care Seeker, as applicable, shall enter into an agreement for the provision of Care Services with a Care Provider. Lottie may assist in this respect at its discretion but does not determine or negotiate any terms of the Resident Agreement entered into between Care Providers and Care Seekers.

3.4. If the Service Recipient Group includes Customer Affiliates (as stated in the Key Terms), the parties agree the following terms apply:

• 3.4.1. each member of the Service Recipient Group shall receive and benefit from such Services as the Customer designates from time to time, including as may be set out in this Agreement;
• 3.4.2. Found’s obligations under this Agreement are given and shall be performed for the benefit of each member of the Service Recipient Group (and any reference to “Customer” having a right or benefit under this Agreement shall be construed as a reference to every member of the Service Recipient Group having such right and benefit, and references to a “party” or “parties” under this Agreement, where such reference is intended to grant a right or benefit to Customer, shall be deemed to be a reference to every member of the Service Recipient Group) having such right and benefit.

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.

5.8. The terms of this Agreement shall also apply to any additional or changed Services agreed by the parties in the course of the Initial Term, and shall apply to any Renewal Period.

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. Lottie shall make the Services and Software available from the date specified in the Order Form(s) as applicable.

8.2. Lottie shall comply with all applicable regulations in its provision of the Software and the Services.

8.3. This Agreement is not intended to create any relationship of employment between Lottie and the Care Provider or its employees, servants or agents out of the provision of the Services under this Agreement.

8.4. The Care Provider shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind Lottie in any way, and shall not do any act which might reasonably create the impression that the Care Provider is so authorised.

8.5. The Care Provider, or its Authorised Users shall not create, store, access, transfer to any third party or otherwise distribute, by means of the Software or Services, any Malware or any other material which:

• 8.5.1. is unlawful;
• 8.5.2. is in breach of data protection laws;
• 8.5.3. is or contains material, which is harmful, obscene, defamatory, infringes any third party’s rights including any third party’s Intellectual Property Rights;
• 8.5.4. is or contains material which is of a harassing or offensive nature;
• 8.5.5. contains sexually explicit or other offensive material;
• 8.5.6. promotes the use of unlawful violence against a person or property; or
• 8.5.7. is or contains material, which is discriminatory based on race, origin, belief, sexual orientation, physical or mental disability, age or any other illegal category.

8.6. Upon termination or expiry of this Agreement for any reason:

• 8.6.1. the obligation on Found to provide any Services and any rights and licences granted by Found under this Agreement shall immediately terminate (including, for the avoidance of doubt, any rights granted to Authorised Users to access the Services);
• 8.6.2. the Customer shall immediately pay all sums outstanding to Found; and
• 8.6.3. each party shall return to the other party and make no further use of any materials, software or other items (excluding Customer Data, which is addressed in clause
• 8.6.4.  whatsoever (or of any copies of them) belonging to the other party and/or provided by it pursuant to this Agreement.
• 8.6.5. Termination or expiry of this Agreement for any reason is without prejudice to any rights or liabilities which have accrued prior to the date of termination.

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. To the extent that the Care Provider, any of its Affiliates or any person acting on its or their behalf acquires any Intellectual Property Rights in the applications, documentation, Lottie provided materials, service and usage data, or any other part of the Services, the Care Provider shall assign or procure the assignment of such Intellectual Property Rights with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Lottie or such third party as Lottie may elect. The Care Provider shall execute all such documents and do such things as Lottie may consider necessary to give effect to this clause.

9.5. The Care Provider hereby grants a royalty-free, non-transferable, non-exclusive licence for Lottie (and each of its direct and indirect sub-contractors) to use, copy and other otherwise utilise the Care Provider Data to the extent necessary to perform or provide the Services or to exercise or perform Lottie’s rights, remedies and obligations under the Agreement.

9.6. To the extent third party materials are made available to, or used by or on behalf of the Care Provider, any Care Provider Affiliate or any Authorised User in connection with the use or provision of any Service, such use of third-party materials (including all licence terms) shall be exclusively governed by applicable third party terms notified or made available by Lottie or the third party and not by the Agreement. Lottie grants no Intellectual Property Rights or other rights in connection with any third party materials.

9.7. Lottie may use any feedback and suggestions for improvement provided by the Care Provider, the Care Provider Affiliate or any Authorised User without charge or limitation (“Feedback”). The Care Provider hereby assigns (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to Lottie at the time such Feedback is first provided to Lottie.

9.8. The Care Provider hereby waives (and shall ensure all relevant third parties have waived) all rights to be identified as the author of any work, to object to derogatory treatment of that work and all other moral rights in the Intellectual Property Rights assigned to Lottie under the Agreement.

9.9.Except for the rights expressly granted in the Agreement, the Care Provider, any Authorised User, any Care Provider Affiliate and their direct and indirect sub-contractors, shall not acquire in any way any title, rights of ownership, or Intellectual Property Rights of whatever nature in the Services or documentation and no Intellectual Property Rights of either party are transferred or licensed as a result of the Agreement.

9.10. This clause 9 shall survive the termination or expiry of the Agreement.

10.1. The Care Provider hereby grants Found a non-exclusive, sub-licensable (including by multi-tier), worldwide, royalty-free licence to use, transmit, copy, install and otherwise utilise:

• 10.1.1. the Customer Data; and
• 10.1.2. any software, materials and data made available to Found (or those acting on its behalf) by or on behalf of the Customer or any Authorised User, to the extent necessary to enable Found to provide the Services and exercise its rights and perform its obligations under this Agreement.

10.2. Care Providers acknowledge that the following Personal Data are categorised as Shared Personal Data under the Agreement:

• 10.2.1. Care Services Received; and
• 10.1.2. Duration and billing data of Care Services Received;

10.3. Lottie may anonymise and aggregate such information such that it no longer comprises Personal Data for the purpose of business analytics.

10.4. The Parties shall ensure at all times that in performance of their obligations under this Agreement, they shall process all Personal Data, including Special Category Personal Data, in accordance with the Data Processing Addendum, in the role and capacity as specified.

10.5. Either party warrants and undertakes that it will have appropriate measures in place to protect Personal Data and/or Special Category Personal Data against accidental or unlawful destruction, or accidental loss, alteration, unauthorised disclosure or access, and all other technical and organisational measures which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected;

10.6. Subject to clause 11 (Liability) either Party (the “Indemnifying Party”) undertakes to indemnify and hold the other Party (the “Indemnified Party”) harmless in respect of any cost, charge, damages, expense or loss which the Indemnifying Party causes to Indemnified Party as a result of any breach of any of the DPA including any data breach for which they (or any Processor, Sub-Processor or third party Controller which has had access to Personal Data as a result of a disclosure by the Indemnifying Party) are responsible, except to the extent that such breach results from the act, neglect or default of the Indemnified Party.

11.1. Found’s maximum liability in respect of each individual Free or Trial Service (howsoever arising under or in connection with our Agreement) shall not exceed the sum of one thousand pounds (£1,000).

11.2. Neither Party shall be liable for consequential, indirect or special losses, even if advised of the possibility of such losses.

11.3. Neither Party shall have any liability to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for loss of profit; destruction, loss of use or corruption of data; loss or corruption of software or systems; loss or damage to equipment; loss of use; loss of production; loss of contract; loss of commercial opportunity; loss of savings, discount or rebate (whether actual or anticipated); and/or harm to reputation or loss of goodwill; or wasted expenditure.
 date.

11.4. Subject to clause 11.5,  where any Software is provided for free or as part of a trial, Lottie’s maximum liability to the Care Provider in relation to the free or trial Software shall not exceed £1,000.

11.5. Subject to clause 12.5, neither party shall be liable for any of the following (whether direct or indirect):

• 11.5.1.  loss of profit;
• 11.5.2. loss of revenue;
• 11.5.3. loss or corruption of data;
• 11.5.4. loss or corruption of software or systems;
• 11.5.5. loss or damage to equipment;
• 11.5.6. loss of use;
• 11.5.7. loss of production;
• 11.5.8. loss of contract;
• 11.5.9. loss of commercial opportunity;
• 11.5.10. loss of savings, discount or rebate (whether actual or anticipated);
• 11.5.11. harm to reputation or loss of goodwill; and/or
• 11.5.12. wasted expenditure.

11.6. Notwithstanding any other provision of this Agreement, the parties’ liability shall not be limited in any way in respect of the following:

• 11.6.1. death or personal injury caused by negligence;
• 11.6.2. fraud or fraudulent misrepresentation;
• 11.6.3. any other losses which cannot be excluded or limited by applicable law;

11.7. Except as expressly stated in this Agreement, all warranties and conditions whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

12.1. 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.

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 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.

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. 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.

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 Lottie shall provide the Services set out in the Order Form to the Customer in accordance with the Agreement.

16.2. In connection with any period of suspension or temporary discontinuance or modification of Lottie’s provision of the Services permitted by the terms of this Agreement:

• 16.2.1. Lottie shall provide as much notice as is reasonably possible taking into account the urgency of the situation, its potential effect on Found’s ability to continue providing services to its customers generally and the need to maintain a safe and secure environment;
• 16.2.2. Found shall not be liable for any loss or damage to the Customer including any liability it may incur to third parties; and
• 16.2.3.  Found shall be entitled to charge and be paid all Fees until the end of the period of suspension, discontinuance or modification

17.1.  The Care Provider grants Lottie general authorisation to instruct sub-processors in the course of Processing, provided that, in the event of any proposed change of sub-processor, Lottie shall provide at least one (1) month’s notice in writing, setting out the relevant details including any transfers of Personal Data, during which time the Care Provider may object to the additional sub-processor.

17.2. If the Care Provider does not object to the addition of any such sub-processor within the objection period specified in 5.1, then Lottie may proceed with the instruction subject to:

• 17.2.1. Ensuring that any sub-processor only Processes Personal Data on substantially the same terms and obligations as set out in this DPA; and
• 17.2.2. Ensuring adequate safeguards in connection with the transfer of any Personal Data in compliance with the Data Protection Legislation.