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. The Reseller is providing specific services to be resold that cover the following products:

• 0.2.1. CHARIS: Syndora Alto’s digital nurse call and care system, comprising specified Hardware and Software components designed for care management and monitoring.
• 0.2.2. altoEnhance: Syndora Alto’s system for integrating with Third-Party Nurse Call Systems, consisting of specified Hardware, cloud integration services, and the associated Software.

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) hardware and product warranties
• (e) installation of hardware

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. Once the effective Subscription date commences, an active Care Licence will be activated that entitles the Customer to 24/7/365 access to Syndora Alto’s technical support helpdesk. Support requests can be raised via the following methods:

• (a) Customer Portal (Preferred): For logging new cases, tracking existing cases, and
• self-service.
• (b) Telephone: For urgent, service-impacting issues.
• (c) Email: For non-urgent requests and general enquiries.
• (d) Live Chat: For quick questions and initial diagnostics.

3.1. A valid and active Care Licence is mandatory for the ongoing use of the Software and for access to all Support Services. The Care Licence provides Software Assurance, which includes access to security updates, bug fixes, and general feature enhancements for the core Product as it exists at the time of purchase. The Customer acknowledges that advanced integrations, including but not limited to connections with third-party environmental sensors (such as fall detection, acoustic monitoring), Ballistocardiography sensors, communication/VoIP systems, other IoT devices, or access to external APIs, may require an enhanced Care Licence tier and will be subject to additional fees.

3.2. Care Licences are offered on a monthly or annual subscription basis, as set out in the Order Form. All fees are payable in advance. The Customer is not entitled to any refund or service credit for periods where the service is not used.

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

4.2. AltoEnhance Monthly Subscription: This model requires an initial payment (equivalent to one month’s rental, acting as a deposit) followed by a recurring monthly fee. The Hardware provided remains the property of Syndora Alto. Upon cancellation of the subscription by the Customer, Syndora Alto is entitled to attend the Site to de-install and recover all altoEnhance Hardware.

4.3. CHARIS Inclusive Warranty: The CHARIS system is supplied with an inclusive three (3) year warranty from the Installation Date. This warranty covers material defects in both the Hardware and the core functionality of the licensed Software. This inclusive warranty is not conditional on the Customer holding an active Care Licence.

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. 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 9.1 and 9.2 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.
  • All trademarks, logos, product names, and system designs associated with the Products remain the exclusive property of the intellectual property owner. The Customer shall not use, reproduce, or modify them in any way without the prior written consent of Syndora Alto or Nourish Care Systems.

9.1. In providing the Services, Syndora Alto and Nourish Care Systems act as a Data Processors and the Customer acts as the Data Controller. The Customer warrants that it has a lawful basis for the collection and processing of all personal data, including any special category (health) data of patients or residents, entered into or transmitted by the Products.

9.2. Reseller shall implement appropriate technical and organisational measures to protect personal data. A separate Data Processing Agreement will be provided where required.

10.1. Nothing in this Agreement limits or excludes Reseller’s liability for: death or personal injury caused by its negligence; fraud; or any matter for which it would be unlawful to exclude liability.

10.2. Subject to clause 9.1, Reseller shall not be liable for: loss of profits, sales, or

10.3. business; loss of anticipated savings; loss of or damage to goodwill; loss or corruption of data; or any indirect or consequential loss.

10.4. Reseller is not liable for any failure, downtime, or data loss caused by factors beyond its reasonable control, including failures in Customer Infrastructure or Third-Party Nurse Call Systems.

10.5. Subject to clause 9.1, Syndora Alto’s and Reseller’s total liability to the Customer shall be limited to the total fees paid by the Customer under the relevant Order Form in the twelve (12) months preceding the event giving rise to the claim.

11.1. 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.

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 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.

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 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.

11.11 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.

The following charges apply to any ad-hoc services requested by the Customer or for any work undertaken by Syndora Alto that falls outside the scope of the warranty or the Support Services included with a Care Licence. All prices are exclusive of VAT.

1. On-site Engineering Rates

2. Other Services & Charges

Note: Delivery and Collection charges are standard rates and may be subject to additional fees based on the weight, size, and urgency of the shipment.

For the avoidance of doubt, the charges listed in this Schedule will apply in circumstances including, but not limited to:

• (a) On-site visits requested by the Customer where the fault is found to be with Customer Infrastructure, a Third-Party Nurse Call System, or user error.
• (b) On-site visits requested where the Customer has failed to perform reasonable remote diagnostic steps as requested by the helpdesk.
• (c) Repair or replacement of any Hardware damaged in a way that is excluded from the warranty (e.g., water damage, misuse).
• (d) Any additional training, system modifications, or consultancy requested by the Customer that is not included in the original Order Confirmation.