Software as a Service (SaaS) Master Terms and Conditions (V1.0 26th of May 2021)
This document forms part of the contract that governs a Customer’s use of the Services and such contract comprises (i) these Master Terms & Conditions and (ii) the Order Form and (iii) the Support Terms (iv) the Privacy & Cookies Policy and (v) the DPA.
1.1 The definitions and rules of interpretation in this Clause and in Clause 15.9 apply in these Terms and Conditions.
“Agreement”, the legal agreement entered into by Full Health and the Customer setting out the terms of the Customer’s use of the Services comprising these Master Terms & Conditions, the Order Form, the Support Terms, the Privacy & Cookies Policy and the DPA;
“Authorised Users”, those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation;
“Business Day”, any day which is not a Saturday, Sunday or public or bank holiday in Ireland;
“Change of Control”, the direct or indirect acquisition of either the majority of the voting stock, or of all, or substantially all, of the assets, of a party by another entity in a single transaction or a series of transactions;
“Confidential Information”, information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information and includes the terms of the Agreement, in particular, regarding pricing;
“Customer” the party defined as the Customer in the Order Form;
“Customer Content”, means any specific content provided by the Customer to Full Health to be used, or incorporated into any professional services output in relation to the Software that the Customer may separately engage FHM to provide and / or any content created by the Customer utilising the Software
“Customer End User”, any individual or entity that the Customer provides services and / or information to by using the Services;
“Customer End User Data”, data (including personal data) of or relating to a Customer End User which is disclosed or inputted directly into the Services by the Customer, a Customer End User or a third party and recorded on the Services and/or in a Customer Output;
“Customer Output(s)”, any communication, report or output of any kind created by the Customer as part of its use of the Services;
“Documentation”, the documents made available to the Customer by Full Health online via the Full Health Site including the description of the Services and user instructions for the Service;
“DPA”, the Data Processing Agreement entered into between Full Health and the Customer;
“Effective Date”, the date of commencement of the Agreement as set out in the Order Form;
“Full Health”, means Full Health Medical Limited, registered in Ireland under company number 491532, whose principal place of business is at The Digital Hub, Dublin 8, D08 TCV4;
“Full Health Data”, the information and data used in or in conjunction with the Services that is proprietary of, or licensed by third parties to, Full Health;
“Full Health Site”, www.fullhealthmedical.com/ or such other website as Full Health may notify the Customer from time to time;
“Initial Subscription Term”, the initial term of the Agreement as set out in the Order Form;
“Normal Business Hours”, 9.00 am to 5.00 pm local Irish time, each Business Day;
“Master Terms and Conditions”, the legal terms set out in this document;
“Privacy & Cookies Policy”, the policies governing the processing of personal data (as may be amended from time to time) as made available at the Full Health Site www.fullhealthmedical.com/privacy
“Renewal Period”, the period described in the Order Form;
“Services”, the software as a service subscription services provided by Full Health to the Customer under this Agreement via the Full Health Site or any other website notified to the Customer by Full Health from time to time, as more particularly described in the Documentation;
“Software”, the online software applications provided by Full Health as part of the Services;
“Standard Support”, the standard support services provided by Full Health the full details of which are set out in the Support Terms;
“Subscription Fees”, the subscription fees payable by the Customer to Full Health for the use of the Services (such fees being prescribed in the Order Form);
“Subscription Term”, means the Initial Subscription Term and any Renewal Period;
“Support Terms”, the terms (as may be amended from time to time) as made available at the Full Health Site http://www.fullhealthmedical.com/support for the provision of Standard Support in relation to the Services;
“Territory”, the territory set out in the Agreement;
“Test Results", any results of any tests conducted by third parties and which results may be inputted and processed by the Services;
“User Subscriptions”, the user subscriptions purchased by the Customer as set out in an Order Form which entitles Authorised Users to access and use the Services and the Documentation in accordance with this Agreement;
“Virus”, anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.
2. User subscriptions
2.1 Subject to the restrictions set out in this Clause 2, and on the terms of the Agreement, Full Health hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and the Documentation during the Subscription Term in the Territory solely for the Customer's internal business operations or as otherwise agreed by the parties from time to time in writing.
2.2 In relation to the Authorised Users, the Customer undertakes that:
2.2.1 it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User for example where a prior Authorised User has terminated his/her employment with the Customer or otherwise changed job or function and no longer requires use of the Services, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
2.2.2 each Authorised User shall keep a secure password for his/her use of the Services and Documentation and change their own password no less frequently than every six months or in accordance with the Customer’s own password change policy (if more frequent) and that each Authorised User shall keep his/her password confidential;
2.2.3 the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time.
2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 facilitates illegal activity;
2.3.3 depicts sexually explicit images;
2.3.4 promotes unlawful violence;
2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
2.3.6 causes damage or injury to any person or property, and Full Health reserves the right, without liability to the Customer, to disable the Customer's access to any material that breaches the provisions of this Clause.
2.4 The Customer shall not:
2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
(a) and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means including any part of the Full Health Data and any data that has been entered by Full Health or one of its agents; or
(b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
2.4.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
2.4.3 except as provided for in this Agreement, use the Services and/or Documentation to provide services to third parties; or
2.4.4 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users;
2.4.5 introduce or permit the introduction of, any Virus, Vulnerability worms, Trojan horses or other harmful computer code, files, scripts, agents or programs into Full Health’s network and information systems;
2.4.6 send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
2.4.7 interfere with or disrupt the integrity or performance of the Service or the data contained therein; or
2.4.8 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Clause 2.
2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Full Health.
2.6 The rights provided under this Clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
3.1 Subject to the provisions of clause 6.2 (which are hereby acknowledged by the Customer) Full Health shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of the Agreement.
3.2 Full Health shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
3.2.1 planned maintenance carried out during the maintenance window of 8.00pm to 6.00am Irish time or such times as Full Health’s providers require, of which Full Health will endeavour to provide advance notice;
3.2.2 unscheduled maintenance performed outside Normal Business Hours, provided that Full Health has used reasonable endeavours to give the Customer at least 2 Normal Business Hours' notice in advance; and
3.2.3 unavailability due to matters detailed in Clause 15 (Force Majeure).
3.3 Full Health will, as part of the Services and at no additional cost to the Customer, provide the Standard Support in accordance with the Support Terms. Full Health may amend the Support Terms in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at Full Health's then current rates.
3.4 In the event that any of Full Health’s service providers cease to make available or support functionality that Full Health uses in the Services, Full Health may cease providing such functionality without entitling the Customer to any refund, credit or other compensation. At the request of the Customer and subject to the payment by the Customer of the sums referred to in Clause 3.5, Full Health will use reasonable endeavours to replace such functionality or part of the Services that its service providers has ceased to provide by obtaining alternative arrangements to allow the Customer to obtain the services, goods, lease or licence (whichever is applicable) which provides a benefit to the Customer that is substantially similar in all material respects.
3.5 Any reasonable costs, expenses, fees or charges incurred by Full Health in obtaining the alternative services set out in Clause 3.4 shall be borne by the Customer.
4. Customer Data and Customer End User Data
4.1 All Customer Data and Customer End User Data shall be processed in accordance with the terms of the Privacy & Cookies Policy.
5. Customer Outputs
5.1 The Services may provide Customers with interpretation of Customer End User Data (including but not limited to Test Results). Any such interpretation is generated by computer based algorithms and Customer acknowledges and agrees that such interpretation as part of the Services is for guidance to the Customer only and that Customer is responsible for independently verifying any such interpreted Customer End User Data (including but not limited to Test Results) and any ultimate interpretation of such Customer End User Data (including but not limited to Test Results) and any conclusions or recommendations in relation to such Customer End User Data (including but not limited to Test Results) as may be included in a Customer Output. The Customer hereby agrees to indemnify and hold Full Health harmless in relation to any use of the Services by the Customer in relation to the interpretation of Customer End User Data (including but not limited to Test Results).
5.2 The Services allow Customers to use sample texts in the creation of Customer Outputs. Customer acknowledges and agrees that it is solely responsible for the use of such sample texts in such Customer Outputs and for ensuring that such sample texts are used accurately (and amended if appropriate) in any Customer Output.
5.3 Without prejudice to the previous paragraphs of this clause 5 the Customer is responsible for the contents of any Customer Outputs created using the Services (including any acts or omissions in relation to same) and for ensuring that each Customer Output is accurate and appropriate for each Customer End User and has been reviewed and approved by an appropriately qualified medical professional.
6. Full Health's obligations
6.1 Full Health undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
6.2 The undertaking at Clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the terms of this Agreement or Full Health's instructions, any use not in compliance with the Documentation, or modification or alteration of the Services by any party other than Full Health or Full Health's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Full Health will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in Clause 6.1. Notwithstanding the foregoing, Full Health:
6.2.1 does not warrant that:
(a) the Customer's use of the Services will be uninterrupted or error-free;
(b) that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements;
(c) the Services will be free from Vulnerabilities.
6.2.2 does not guarantee network availability between the Customer and the Full Health hosting servers as network availability can involve numerous third parties and is beyond the control of Full Health. Full Health will not be liable for any downtown caused by its internet provider nor for any downtown that Customer experience as a result of its own network connectivity issues; and
6.2.3 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.3 This Agreement shall not prevent Full Health from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
6.4 Full Health warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the Agreement.
7. Customer's obligations
The Customer shall:
7.1.1 provide Full Health with:
(a) all necessary co-operation in relation to the Agreement; and
(b) all necessary access to such information as may be required by Full Health, in order to render the Services;
7.1.2 comply with all applicable laws and regulations with respect to its activities under the Agreement;
7.1.3 carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Full Health may adjust any agreed timetable or delivery schedule as reasonably necessary;
7.1.4 ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of the Agreement and shall be responsible for any Authorised User's breach of this Agreement;
7.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for Full Health, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
7.1.6 ensure that all Customer Outputs are prepared in accordance with the provisions of clause 5;
7.1.7 ensure that its network and systems comply with the relevant specifications provided by Full Health from time to time; and
7.1.8 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Full Health's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
8. Charges and Payment
8.1 The Customer shall pay the Subscription Fees for the User Subscriptions in accordance with this Clause 8 and the terms of the Agreement and pursuant to the invoicing procedures as set out in the Order Form.
From the Effective Date Subscription Fees shall be payable in respect of the Initial Subscription Term and, subject to Clause 13.1, during each subsequent Renewal Period. The Customer shall pay invoices for the Subscription Fees within the time specified on such invoices. If Full Health has not received payment within 30 days after the due date, and without prejudice to any other rights and remedies of Full Health:
8.1.1 Full Health may, without liability to the Customer, disable the Customer's passwords, accounts and access to all or part of the Services and Full Health shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
8.1.2 interest shall accrue on such due amounts at an annual rate equal to 8% over the then European Central Bank rate at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
8.2 All amounts and fees stated or referred to in this Agreement:
8.2.1 shall be payable in euro;
8.2.2 are, subject to Clause 12.4.2, non-cancellable and non-refundable; and
8.2.3 are exclusive of value added tax, which shall be added to Full Health's invoice(s) at the appropriate rate.
9. Proprietary rights
9.1 The Customer acknowledges and agrees that Full Health and/or its licensors own all intellectual property rights in the Software, Services and the Documentation (including any improvements and developments to such). Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
9.2 Full Health confirms that it has all the rights in relation to the Software, Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Agreement.
9.3 The Customer shall ensure that all titles, logos, trade marks, copyright and other notices applied by Full Health to the Services or any materials provided or produced by Full Health or the Services in connection with the Agreement shall be reproduced and not deleted or removed.
9.4 The Customer acknowledges that Full Health may apply and use advertising in the Services which will be accessible by and to the Customer and Authorised Users.
9.5 The Customer agrees that, other than in relation to any Customer Content, Full Health shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into any Full Health products or services any suggestions, enhancement requests, recommendations or other feedback provided by the Customer or its users relating to the operation of the Services or other products of Full Health.
9.6 The Customer herein agrees to license to Full Health the right to copy and publish the Customer’s name and logo on the Full Health Site listing them as a client of Full Health for the Term of this Agreement and for a period of 12 months thereafter.
10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:
10.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
10.1.2 was in the other party's lawful possession before the disclosure;
10.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
10.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or
10.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
10.2 Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of the Agreement.
10.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.
10.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
10.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Full Health's Confidential Information.
10.6 Full Health acknowledges that the Customer Data (other than Patient Data) is the Confidential Information of the Customer.
10.7 This Clause 10 shall survive termination of this Agreement, however arising.
11.1 The Customer shall defend, indemnify and hold harmless Full Health against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:
11.1.1 Full Health provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
11.1.2 the Customer is given sole authority to defend or settle the claim.
11.2 Full Health shall, subject to Clause 11.5, defend the Customer, its officers, directors and employees against any claim that the Services or Documentation infringes any patent effective as of the Effective Date, copyright, trade mark, database right (in each case, enforceable in the Territory) and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
11.2.1 Full Health is given prompt notice of any such claim;
11.2.2 the Customer provides reasonable co-operation to Full Health in the defence and settlement of such claim, at Full Health's expense; and
11.2.3 Full Health is given sole authority to defend or settle the claim.
11.3 In the defence or settlement of any claim, Full Health may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the Agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
11.4 In no event shall Full Health, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
11.4.1 a modification of the Services or Documentation by anyone other than Full Health; or
11.4.2 the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by Full Health; or
11.4.3 the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from Full Health or any appropriate authority.
11.5 The foregoing states the Customer's sole and exclusive rights and remedies, and Full Health's entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
12. Limitation of liability
12.1 This Clause 12 sets out the entire financial liability of Full Health (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
12.1.1 any breach of the Agreement;
12.1.2 any use made by the Customer of the Services and Documentation or any part of them; and
12.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
12.2 Except as expressly and specifically provided in this Agreement:
12.2.1 the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. Full Health shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Full Health by the Customer in connection with the Services, or any actions taken by Full Health at the Customer's direction;
12.2.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement;
12.2.3 the Full Health Data, Services and the Documentation are provided to the Customer on an "as is" basis; and
12.2.4 the Customer acknowledges that Full Health shall have no liability for the Full Health Data, or content on or in the Services, and the Customer shall defend, indemnify and hold harmless Full Health against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation, court costs and reasonable legal fees) arising from any claims by patients or other third parties due in whole or in part to the reliance by the Customer on the Full Health Data, Services, Documentation or their content.
12.3 Nothing in this Agreement excludes the liability of Full Health for fraud or fraudulent misrepresentation.
12.4 Subject to Clause 12.2 and Clause 12.3:
12.4.1 Full Health shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement; and
12.4.2 Full Health's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid to Full Health during the 12 months immediately preceding the date on which the claim arose.
13. Term, termination and suspension
13.1 The Agreement shall, unless otherwise terminated as provided in this Clause 13, commence on the Effective Date and shall continue for the Initial Subscription Term and, thereafter, the Agreement shall be automatically renewed for successive periods as specified in the Order Form] (each a “Renewal Period”), unless:
13.1.1 either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case the Agreement shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or
13.1.2 otherwise terminated in accordance with the provisions of the Agreement, and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the “Subscription Term”.
13.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement without liability to the other if:
13.2.1 the other party commits a material breach of any of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
13.2.2 the other party shall have a liquidator, receiver, administrator or examiner appointed of it or over any part of its undertaking or assets or shall pass a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if the other party shall enter into any voluntary arrangement with its creditors or shall become subject to an administration order takes or suffers any similar action in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in this sub-clause.
13.3 If there is a Change of Control of the Customer, Full Health may terminate this Agreement:
13.3.1 immediately if the change of control results in the acquisition of the Customer by a competitor of Full Health; or
13.3.2 on 90 days' notice to the Customer otherwise.
13.4 On termination of this Agreement for any reason:
13.4.1 all licences granted under this Agreement shall immediately terminate;
13.4.2 each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
13.4.3 Full Health shall retain the Patient Data in accordance with our Data Retention Policy; and
13.4.4 the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
13.5 In addition to the right of suspension as set out in clause 8 Full Health may also suspend the Customers access to the Services (on as much notice to the Customer as is reasonably possible) if the Services or any component of such services are suffering or about to suffer a significant or persistent threat to security or functionality (including but limited to a malware infection). Full Health will re-commence providing the Services to Customer once the significant or persistent threat to the security or functionality of the Services ceases to exist.
14. Force majeure
Full Health shall have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Full Health or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
The Customer shall not, without the prior written consent of Full Health, assign, sub-license, delegate or transfer the Agreement or any of its rights under the Agreement to any other person, firm or company. No such assignment shall relieve Customer of its obligations hereunder. Full Health may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Agreement, with or without notice to the Customer.
15.2 Export Laws
The Customer acknowledges that the Software may be subject to export and import control laws (including United States export and import laws), and agrees to fully comply with any such laws in connection with the Software.
All notices to or by the respective Parties shall be in writing in the English language and shall be deemed to have been duly given when: (a) delivered by hand, (b) posted by recorded delivery post (postage prepaid), (c) sent by reputable overnight courier, or (d) sent by to the party to which such notice is required to be given under the Agreement addressed to the parties as provided for in the Agreement; or to such other address or fax number as either party may subsequently notify to the other in writing. Notices delivered by hand, sent by fax or by overnight courier shall be deemed received the first Business Day following such delivery or sending. Notices, which have been posted as above, shall be deemed received on the third Business Day following posting.
15.4 Third Party Rights
The Agreement does not confer any rights on any person or party other than the parties to this Agreement and their successors and assigns.
Failure or neglect by Full Health to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of Full Health's rights pursuant to this Agreement nor in any way affect the validity of the whole or any part of this Agreement nor prejudice Full Health's rights to take subsequent action.
15.6 Entire Agreement and Amendments
The Agreement supersedes any arrangements, understandings, promises or agreements made or existing between the parties prior to the signing of the Agreement that constitutes the entire understanding between the parties hereto. Except as otherwise provided in the Agreement, no addition, amendment or modification of this Agreement shall be effective unless it is in writing and signed by and on behalf of each party by a director or such other duly authorized officer as the case may be.Full Health may however modify any part or all of the Agreement by posting a revised version at www.fullhealthmedical.com/terms and by notifying Customer of the change as provided for in this Agreement. The revised version will become effective and binding the next business day after it is posted.
If a Customer does not agree with a modification to the Agreement, it must notify Full Health in writing within thirty (30) days after notice of the revision of the Agreement. If a Customer give such notice, then the Customer’s subscription will continue to be governed by the terms and conditions of the Agreement prior to modification until the next renewal date, after which the current terms posted at www.fullhealthmedical.com/terms will apply. However, if Full Health can no longer reasonably provide the subscription to Customer under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then the Agreement and/or affected Services will terminate upon our notice to the Customer and Full Health will promptly refund any prepaid but unused fees covering use of the Service after termination.
No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
In the event that any or any part of the terms, conditions or provisions contained in this Agreement or any Schedule hereto shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent such term, condition or provision shall to that extent be severed from the remaining terms and conditions which shall continue to be valid and enforceable to the fullest extent permitted by law.
15.8 Law and Jurisdiction
The Agreement shall be governed by and construed in accordance with the laws of Ireland and the parties agree that any dispute relating to its terms or subject matter shall be subject to the exclusive jurisdiction of the Irish courts.
15.9.1In the Agreement (except where the context otherwise requires):
(d) any reference to a Recital, Clause, Schedule or Annex is to the relevant Recital, Clause, Schedule or Annex of or to the Agreement; references to paragraphs are to paragraphs of the relevant schedule to the Agreement;
(e) the Clause headings are included for convenience only and shall not affect the interpretation of this Agreement;
(f) use of the singular includes the plural and vice versa;
(g) use of any gender includes the other genders;
(h) A reference to writing or written includes faxes but not e-mail.
(i) any reference to "persons" includes individuals, firms, partnerships, companies, corporations, associations, organisations, foundations and trusts (in each case whether or not having separate legal personality);
(j) any reference in this Agreement to any statute, statutory provision, subordinate legislation, code or guideline ("legislation") shall be construed as referring to such legislation as the same may from time to time be amended, modified, extended, varied, superseded, replaced, substituted or consolidated;
(k) any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.