2. Order of precedence
3. The Services
4. Errors in third party software and services
5. Disclaimer of warranties
7. Customer obligations
8. Commercial Terms
9. Intellectual property rights and data ownership
10. Third party terms and conditions
11. Data Protection
12. Breach of the agreement
13. Reconstruction of data
14. Term and termination
15. Limitation of Liability
18. Changes to the Terms and Conditions
20. Governing law and jurisdiction
Welcome. We’re pleased you’ve chosen our platform for your clinic or therapy practice management needs. While the full Terms and Conditions contain all the legal specifics, we’ve created this summary to highlight the key points in a more straightforward manner.
What We Offer
We offer a comprehensive platform designed to assist health clinics and self-employed therapists in managing bookings, invoices, and medical records efficiently.
By using our platform, you agree to abide by our terms, respect privacy policies, and adhere to applicable laws. In essence, we ask that you use our service responsibly.
Your data’s security is our priority. We adhere to stringent data protection standards to ensure your information remains confidential.
Our pricing model is transparent, allowing you to know exactly what you’re paying for. Should you wish to discontinue our service, the process is straightforward.
We continually strive to improve our platform’s features and performance. As a user, you’ll benefit from regular updates aimed at enhancing your experience.
If you encounter any issues or have questions, our support team is readily available to assist you.
The full Terms and Conditions that follow this page offer a detailed legal framework for using our platform. While they may seem complex, they’re essential for protecting both parties involved.
Thank you for taking the time to understand the core elements of our service agreement. If you have any questions or require further clarification, we’re here to help.
- The Provider (“The Provider“) is a company providing an online platform which enables health clinics and self-employed therapists to manage bookings, invoices and medical records (the “Platform“). The features and functionality of the The Provider Platform is described in further detail on The Provider’s website.
- These general terms and conditions (the “Terms and Conditions“) set out the scope and applicable terms for the Customer’s Subscription, including The Provider’s provision of access to, and the Customer’s use of, the Platform.
- By submitting an order on our website, the Customer accepts, and accepts to be bound by, these Terms and Conditions. These Terms and Conditions together with the other conditions accepted by the Customer when submitting an order constitute a binding agreement for Subscription (the “Agreement“).
- These Terms and Conditions include the following appendix and is considered incorporated herein by this reference: Appendix 1 (Data Processing Agreement).
Order of precedence
- In the event of conflict or inconsistencies between the Terms and Conditions and its appendices, the former shall prevail. Notwithstanding the preceding sentence, Appendix 1 (Data Processing Agreement) shall take precedence over the Terms and Conditions for matters pertaining to The Provider’s processing of personal data on behalf of the Customer.
- The Customer is granted, for the duration of the Term, a limited, revocable, non-transferable and non-sublicensable licence to access and use the Platform for its own internal business purposes, including for the purpose of managing bookings, invoicing and record keeping (the “License“).
- The Provider may make any further developments, alterations or changes to the Platform or any other parts of the Services, as deemed necessary or appropriate by The Provider in its sole discretion, provided that such changes shall not result in the removal of core functionality of the Services for the Customer.
Errors in third party software and services
- If deviation in the Services are caused by errors in third party software and/or services outside of what The Provider can control, The Provider’s obligation to rectify the deviation is limited to reporting the error to the third party in question and keeping the Customer informed about the status of the rectification efforts. The Customer may not invoke non-fulfilment or other requirements of the Agreement in relation to such errors in third party software or services.
Disclaimer of warranties
- To the maximum extent permitted by applicable law, The Provider provides the Services on an “as-is” and “as-available” basis only, without any warranties of any kind. The Provider expressly disclaims all warranties that the Services will be uninterrupted, error-free or completely secure.
- The Provider may employ subcontractors or other third-party suppliers for use in the fulfilment of The Provider’s obligations under the Agreement.
- The Provider’s use of subcontractors for the purposes of processing personal data, shall be regulated as set out in Appendix 1 (Data Processing Agreement).
- The Customer shall accept and receive the Services provided by The Provider, and loyally and in good faith cooperate in any way reasonably requested by The Provider in connection with the receipt of the Services.
- The Customer shall provide accurate and complete information about the Customer and its business. The Provider may share information about the Customer and the Customer’s business with third parties when it’s necessary to provide the Services to the Customer.
- The Customer is responsible for ensuring that its login credentials are kept secure and confidential, and preventing unauthorised use of the Customer’s account. The Customer shall notify The Provider without undue delay of any unauthorised use of the Customer’s account and any security breaches that the Customer becomes aware of.
Prices and invoicing
- The Customer shall pay to The Provider a subscription fee as shown to the Customer upon purchase. Further, when the number of client appointments in the Customer’s calendar(s) exceeds 500 client appointments the Customer will pay an additional fee as described in The Provider’s price list.
- In addition, additional costs may apply if the Customer purchases additional Add-ons and/or Services.
- A complete price list for The Provider Services is available on their website. All prices are listed exclusive value added tax (VAT).
- The Customer’s payment shall be made by credit card through The Provider’s payment gateway. If the Customer has chosen a monthly Subscription, the Customer will be charged automatically in advance on a monthly basis. If the Customer has chosen a yearly Subscription, the Customer will be charged automatically in advance on a yearly basis.
- The Provider may adjust its prices on an annual basis to reflect any increase in the applicable price index, with the initial reference value being the index value for the month of the Effective Date of the Agreement. The applicable price index under the Agreement in the retail price index (the main index) of Statistics Norway.
- The prices may also be adjusted to the extent that rules or administrative decisions pertaining to public taxes are amended in a way that affects the consideration for or costs of providing the Services. Such price changes must be documented, and will apply as of the Customer’s receipt of notice of the price changes.
- The Provider may otherwise adjust its prices at its discretion. The Customer shall be given two (2) months’ written notice prior to such price changes are applicable for the Customer.
Preferential pricing and discount
- The Provider may run temporary promotions and offer discounts on the provision of our Services. Such promotions and discounts will be subject to additional terms and conditions as specified in the offer.
Intellectual property rights and data ownership
Intellectual Property rights
- All Intellectual Property Rights belonging to a Party prior to this Agreement shall remain vested and remain the property of that Party.
- All right, title and interest, including all Intellectual Property Rights, in and to the Platform, including any modifications or further developments of the Platform and any other part of the Services, and any aggregate data concerning the use of the Services, are the sole property of The Provider.
- The Customer hereby assigns to The Provider the ownership of any Intellectual Property Rights related to the Platform and the Services as set out in Clause 9.1.2 directly above, in full and without any compensation to the Customer.
- To the extent the Customer provides any suggestions or comments related to the Platform or other parts of the Services, The Provider shall have the right to retain and use any such suggestions or comments in current or future The Provider software or services, free from any encumbrances and without any specific approval or additional compensation.
Ownership of data
- The Customer retains all right of ownership of all Customer data that is stored or processed by The Provider in provision of the Services under the Agreement.
- The Provider has access to Customer data only to the extent necessary to enable The Provider to perform its obligations pursuant to this Agreement and may only process such data for other purposes subject to the prior written consent of the Customer. The Provider shall under no circumstances have the right to withhold the Customer’s data.
- Notwithstanding the above mentioned, The Provider shall have full right of ownership of all aggregated or statistical output data which comes into existence through the Customer’s use of the Services.
Third party terms and conditions
- The payment processing service on the Platform is provided by our subcontractor Stripe, Inc. The Customer’s use of this service is subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service. By purchasing our payment processing service, the Customer agrees to be bound by the Stripe Connected Account Agreement including the Stripe Terms of Service. The Stripe Connected Account Agreement and the Stripe Terms of Service will be disclosed to the Customer prior to the Customer’s purchase of the payment processing service.
- With respect to The Provider’s processing of personal data on behalf of the Customer, the Parties commit to comply by the provisions set out in the data processing agreement included in Appendix 1 (Data Processing Agreement).
Breach of the agreement
- The failure by either Party to fulfil any of their obligations pursuant to the Agreement in a timely manner shall constitute a breach of this Agreement.
- In case of breach of the Agreement by either Party, the non-breaching Party shall have the rights and remedies generally made available to it under applicable law subject to the limitations set out herein including, without limitation, in Clause 5 and 15.
Reconstruction of data
- In the event of the loss or destruction of the Customer’s data, The Provider will assist the Customer by restoring the Customer’s data from the last available back-up. If the loss or destruction in question is caused by circumstances for which the Customer is responsible, such assistance will be provided on a time and materials basis pursuant to The Provider’s standard hourly rates, at the Customer’s cost.
Term and termination
- The Subscription shall commence on the date of the Customer’s order, and remain in force until termination by either Party (the “Term“).
Termination for convenience
- The Customer may cancel the subscription at any time by noticing The Provider. Such notice may be given by contacting The Provider’s customer support. The termination will take effect at the end of the current Billing Period.
Termination for cause
- If a Party is in material breach of the Agreement, and such breach is not remedied within a reasonable time, the non-breaching Party may terminate the Agreement for cause with immediate effect by giving written notice of termination to the breaching Party.
- The Customer’s misuse of the payment system, violation of security regulations or guidelines issued by The Provider or by any of our subcontractors is considered a material breach.
Limitation of Liability
- Neither Party shall have any liability (whether in contract, tort, negligence, breach of statutory duty or otherwise) howsoever arising out of or in connection with this Agreement for any claim to the extent that such liability relates to:
- consequential, special, incidental, indirect or punitive damages;
- loss of profits, loss of revenue, loss of income, loss of data or diminution of value or loss of goodwill or potential business opportunities; or
- any damages that do not have a reasonable causal relationship to the breach that gave rise to the claim.
- Each Party’s total aggregate liability to the other Party under this Agreement shall be limited to the overall annual consideration paid to The Provider by the Customer for the Services during the twelve (12) months preceding the date of the claim.
- The limitations in Clause 15.1 shall not apply to damages incurred as a result of gross negligence, wilful misconduct, or to claims subject to the Parties’ indemnification obligations under Clause 16.
- Neither Party shall have any liability (whether in contract, tort, negligence, breach of statutory duty or otherwise) howsoever arising out of or in connection with this Agreement for any claim to the extent that such liability relates to:
- The Provider shall, at its own expense, pay, defend, indemnify and hold harmless the Customer, from and against, all costs, expenses (including, without limitation, reasonable legal fees), liabilities, claims, proceedings, damages and losses, as incurred, in any way arising from or connected with any Claim from a third party alleging that the Platform or other Services of The Provider infringes the third party’s Intellectual Property Rights.
- The Customer shall at its expense, pay, defend, indemnify and hold harmless The Provider from and against, all costs, expenses (including, without limitation, reasonable legal fees), liabilities, claims, proceedings, damages and losses, as incurred, in any way arising from or connected with:
- services provided to end-customers by the Customer (whether such services are provided using the Services or not) or any agreements or subscriptions entered into in connection therewith;
- any other agreement or business relationship between the Customer and a third party for the purpose of receiving or making use of the Services under this Agreement; and
- any infringement of the Intellectual Property Rights of The Provider, or third party Claims that The Provider’s use of the materials provided by the Customer in accordance with the Agreement infringes their Intellectual Property Rights.
- If any Claim is made or can reasonably be expected to be made against a Party entitled to indemnification (the “Indemnified Party“) under Clause 16.1 or 16.2 above, the Party receiving such Claim or becoming aware thereof shall as soon as possible give the other Party (the “Indemnifying party“) written notice thereof.
- The Indemnifying Party shall be allowed access to all relevant information in the Indemnified Party’s possession on the Claim in question. The Indemnifying Party shall be allowed to conduct and the Indemnified Party shall loyally assist in such reasonable investigations required for the Indemnifying Party to assess the Claim.
- Upon receiving or giving notice of an actual or possible Claim, the Indemnifying Party shall within a reasonable time of receiving or giving the notice acknowledge in writing to the Indemnified Party that the Agreement, including the provisions regarding indemnification shall apply with respect to the Claim in question.
- Upon acknowledging the Claim, the Indemnifying Party shall immediately take control of the defence and investigation of such Claim, at the cost of the Indemnifying Party.
- Following the Indemnifying Party’s taking control of the defence and investigation of the Claim, the Indemnified Party shall not be liable to the Indemnifying Party for any cost or expenses incurred by the Indemnified Party in connection with the investigation and defence of the Claim. However, the Indemnified Party may at any time at its own cost and expense participate through its attorneys or otherwise in such defence and investigation of the Claim.
- The indemnities set out above shall apply howsoever any relevant Claim may arise and regardless whether under contract, tort (including negligence) strict liability or otherwise, except if and to the extent caused by the Indemnified Party’s intentional, grossly negligent or wrongful act or omission with the intent to inflict damage or injury or other circumstances for which a Party may not lawfully limit its liability under applicable law.
- Each Party undertakes to keep, and to procure that its respective affiliates, employees and other parties acting on its behalf keeps, confidential any information of a confidential nature concerning another Party and its products and services that they obtain knowledge of in connection with the Agreement, including but not limited to information about the other Party’s administrative, financial or technical matters, as well as any operational and business related matters, including information about the Parties’ customers (“Confidential Information”).
- The confidentiality obligation does not apply to:
- information that is or becomes publicly known for reasons other than by a Party’s breach of its obligation to keep such information confidential under the Agreement;
- information that was already in the receiving Party’s possession; or
- information developed by a Party independently of the Agreement.
- A Party may disclose Confidential Information insofar as this is prescribed by law or regulations, pursuant to an order issued by competent authority or to the extent strictly necessary for a Party to exercise its rights or fulfil its obligations under this Agreement.
- In the event a Party receives a validly issued administrative or judicial process requesting Confidential Information of the other Party, it shall provide prompt notice to the other Party of such receipt. The Party receiving the process shall thereafter be entitled to comply with such process or any other process to the extent permitted by law.
- The Confidential Information of the other Party may only be used for the purpose for which the Confidential Information was received, and only to the extent necessary to achieve that purpose.
- Upon termination of this Agreement for whatever reason, each Party shall promptly return all documents and other items containing the other Party’s Confidential Information, regardless of the media on which the Confidential Information is stored. All Confidential Information that is stored electronically, shall be deleted, and a Party shall upon the other Party’s request confirm in writing the full and complete deletion.
- The Parties shall take the necessary precautions to prevent third parties from obtaining access to Confidential Information. To the extent that a Party needs to grant subcontractors or other third parties’ access to Confidential Information, the Party in question shall impose a confidentiality obligation on the respective third party, which is at least as strict as the confidentiality obligation to which the Party is subject under this Agreement. If a Party is uncertain whether it needs to give third parties access to Confidential Information, the Party shall first discuss the matter with the other Party.
Changes to the Terms and Conditions
- The Provisions set out in these Terms and Conditions may be subject to changes at The Provider own discretion. The Customer shall be given reasonable prior written notice before such changes are implemented.
- If an extraordinary situation outside the control of the Parties should occur, which makes the performance of the obligations under these Terms and Conditions impossible, and which under applicable law must be classified as force majeure (“Force Majeure” situations), the other Party shall be notified of this as soon as possible. The obligations of the affected Party shall be suspended for as long as the Force Majeure situation prevails. The corresponding obligations of the other Party shall be suspended for the same period. The aforesaid does not apply in respect of any payment obligations pursuant to Clause 7).
- In Force Majeure situations, the other Party may only terminate the Subscriptions with the consent of the affected Party, or by giving fifteen (15) calendar days’ notice if the Force Majeure situation prevails for more than ninety (90) calendar days.
- The Agreement represents the entire understanding, and contains all the terms agreed, between the Parties regarding the subject matter contemplated herein, and supersedes and replaces any prior agreement, understanding or arrangement between the Parties, whether oral or in writing, regarding the subject matter of the Agreement. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the Parties prior to this Agreement except as expressly stated herein.
- No Party shall, in full or in part, without the prior written consent of the other Party, assign or transfer all or any of its rights or obligations under this Agreement to a third party. Notwithstanding the aforesaid, The Provider may, subject to reasonable notice, assign or transfer the Agreement or its rights and obligations set out herein, to an affiliate within the company group, including any subsidiaries, parent companies and other affiliates which are under control by or common control with The Provider.
- If a Party fails or otherwise neglects to enforce a provision of the Agreement, this shall not be deemed to be or construed as a waiver of the Party’s rights under the provision in question, prejudicing that Party’s right to take subsequent action or affect the validity of any part of the Agreement.
- All formal notices under this Agreement shall be made in writing and addressed to the authorised representatives of the Parties.
Survival of obligations
- Any obligations or other provisions set out in the Agreement which, due to their nature, extend beyond the expiry or termination of the Agreement shall survive such termination or expiry.
- If any provision of this Agreement is, or at any time becomes, unenforceable, illegal or invalid under applicable law, the other provisions of the Agreement shall remain unaffected thereby, and the Parties shall in good faith replace such severed provision with an alternative achieving the same commercial intention to the extent possible.
Governing law and jurisdiction
- The Agreement shall be exclusively governed by and construed in accordance with Danish law.
- Each Party irrevocably agrees that the City Court of Copenhagen (Københavns Byret) shall have the exclusive jurisdiction as first instance to settle any dispute, controversy or claim arising out of or in connection with this Agreement, or its subject matter or formation (including non-contractual disputes and claims).
- “Agreement” means the order of Subscription placed by the Customer and these Terms and Conditions, including all Appendices thereto and other terms incorporated by reference therein.
- “Add-ons” means the add-ons that are available for purchase by the Customer in The Provider’s app-store.
- “Billing Period” means one month or one year, depending on the Customer’s Subscription.
- “Clause” means a numbered or alphabetical provision in the Terms and Conditions or the Appendices, as evident from the context.
- “Customer” means the entity or natural person who has placed an order of Subscription.
- “Effective Date” means the date of the Customer’s order.
- “Intellectual Property Rights” means all current and future rights of industrial or intellectual property including, inter alia, (i) processes and technology (whether patentable or not); (ii) know-how, trade secrets, business models and other confidential information; (iii) copyrights and other authors’ rights, database rights and technical information of all kinds; (iv) trademarks, trade names and domain names; and (iv) other rights of similar kind whether registered or unregistered and including all Add-ons (or rights to apply) for, and renewals or extension of, such as rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
- “Party/Parties” means either The Provider or the Customer or both, as evident from the context.
- “Platform” means The Provider’s proprietary platform for the management and offering of appointment management, record keeping and invoicing for the health sector.
- “Service” means The Provider provisioning of the Platform, add-ons and other related services to the Customer.
- “Subscription” means the Customer’s subscription for The Provider’s Services.