General Terms & Conditions

These terms of service are our standard terms of service. In the event of any conflict or inconsistency between these Terms of Service and your Order Form, the terms in your Order Form will prevail.

1. The definitions and rules of interpretation in this clause apply in this Agreement.

Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.

Commencement Date: the date on which this Agreement is accepted by the Customer.

Confidential Information: information of commercial value, in whatever form or medium, which has been kept confidential by the party from whom the information originates and which has not come into the public domain during the term of this Agreement in breach of any obligation of confidence, including information relating to FollowApp Software or any of its constituent parts, the Source Code relating to FollowApp Software or any such parts, commercial or technical know-how, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing and marketing.

Data Protection Law: all applicable data protection law and regulations in any relevant jurisdiction, which for the avoidance of doubt shall include the law of the Territory.

FollowApp Solution: FollowApp’s proprietary patient contact and management software, which is to be provided for use with the Customer’s systems as set out in the Specification and which shall be delivered on a ‘software as a service’ basis as set out in this Agreement. 

Initial Term: as defined in the Special Terms and Conditions.

Interruption: a period of time in which access to the FollowApp Solution is significantly or disrupted or during which the platform is severely unstable.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, including the right to sue for and recover damages for past infringements.

Licence Fee: the aspect of the Price which is payable in respect of the Customer’s licence to use the FollowApp Solution.

Messages: SMS or other electronic text messages (including e-mail) sent by the FollowApp Solution.

Normal Working Hours: the hours 9:00 – 17:00 Customer Time.

Outage: a period of time in which the FollowApp Solution is unavailable or inaccessible.

Patients: individual consumers of the services offered by Customer who may be contacted using the FollowApp Solution.

Personal Data: data subject to protection under Data Protection Law in any jurisdiction.

Price: the aggregate price for the FollowApp Solution and all attendant licences and services (other than charges incurred for support services and modifications to the SAAS) as specified in the Special Terms and Conditions. 

Pricing Section: the description of the price payable in respect of the FollowApp Solution, as further detailed under the Special Terms and Conditions.

Sites: means the Customer’s sites at which the FollowApp Solution will be made available.

Specification: the specification to which the FollowApp Solution will perform which shall be as set out in the Technical and Support Specification. 

Support Provision: The description of the support offered to the Customer, as set out in the Technical and Support Specifications.

Technical Specification: the description of the FollowApp Solution’s functionality and the minimum hardware and software specification required for its proper functioning, which shall be in the Technical and Support Specifications.

Tenant: an Affiliate of the Customer which is granted permission to use the FollowApp Solution under this Agreement.

Territory: means the UK, Spain and Italy.

Training: training in the use of the FollowApp Solution provided to the Customer by FollowApp under the terms of this Agreement.

VAT: Value Added Tax and/or any similar or additional tax and any similar additional tax or any other similar turnover, sales or purchase tax or duty levied in any other jurisdiction.

2. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment, and includes any subordinate legislation for the time being in force made under it.

4. Writing or written includes e-mail or any other form of electronic communication.

5. If any conflict arises between the terms and conditions of this General Terms and Conditions and any provision of the Special Terms and Conditions, the Special Terms and Conditions shall prevail.

  1. The Technical Specification may provide that use of the FollowApp Solution is to be limited to a particular number of Sites, or to Sites located within a particular area. Where this is the case Customer undertakes that it will put all such measures in place as are necessary to prevent individuals who are not regularly employed at the relevant Sites from accessing the FollowApp Solution.
  2. Where the Customer wishes to increase the number of Sites serviced by the FollowApp Solution, it shall (unless functionality to enable the Customer to independently issue such accounts is to be provided per the Specification) notify FollowApp in writing (which for such purposes shall include e-mail or an in-system request). 
  3. Where a Tenant is granted access to the system, the Customer accepts and acknowledges that that Tenant shall waive any and all rights that it may have against FollowApp in respect of this Agreement’s subject matter (whether in contract, tort or otherwise) and Customer undertakes to make this known to each Tenant at the point that they commence us of the FollowApp Solution. Nothing in this clause shall diminish the Customer’s right to bring any claims against FollowApp pursuant to the terms of this Agreement.
  4. FollowApp reserves the right to block or suspend any user, Site or Tenant in the event that it suspects fraudulent use of the FollowApp Solution by that entity.
  1. FollowApp shall submit invoices for the Price to the Customer according to the Special Terms and Conditions. 
  2. All invoices are payable within 30 days of the date thereof or on any alternative later date for payment which may be expressed on the invoice itself.
  3. The Price and all other payments due under this Agreement are exclusive of VAT and all other applicable taxes and duties. The Customer shall, in addition, pay to FollowApp the amount of any tax, duty or assessment, including any applicable VAT, which FollowApp is obliged to pay and/or collect from the Customer in respect of any supply under the Agreement.
  4. If the Customer fails to make any payment due to FollowApp under this Agreement by the due date for payment, then, without limiting FollowApp’s other remedies set out in this Agreement, the Customer shall pay interest on the overdue amount at the rate of 4% per annum above Barclays Bank PLC’s base rate, or the maximum rate permitted by law, whichever is greater. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
  5. FollowApp reserves the right to increase the Price on an annual basis but shall notify the Customer in writing at least two (2) months ahead of the change
  1. Where the FollowApp Solution enables the contacting of Patients using Messages:
    1. Customer acknowledges that it shall be responsible for selecting which Patients it dispatches Messages and that FollowApp shall not be responsible for verifying that those Patients are eligible to receive those Messages (including, without limitation, ensuring that those Patients have not previously informed the Customer that they do not wish to receive Messages from it);
    2. FollowApp shall provide Patients with the ability to ‘opt out’ of receiving future Messages;
    3. FollowApp shall charge Customer for such Messages as set out in Pricing Section.
  1. The Customer may, by giving written notice to FollowApp at any time during the term of this Agreement, request either (a) a change to the FollowApp Solution (a “Change”), or (b) consultancy or other professional services from FollowApp.
  2. Within thirty Normal Working Days of receipt of such notice, FollowApp shall if it considers it feasible and desirable to make the requested Change prepare for the Customer a written estimate (the “Estimate”) of its anticipated costs for performing the requested services as well as indicating whether there will be any increase or decrease in the Price as a result, and will set out any effect that the requested change would have on the Specification.
  3. As soon as reasonable possible, the Customer shall inform FollowApp in writing of whether or not the Customer wishes for FollowApp to perform the services described therein to be performed. 
  4. If the customer accepts an Estimate FollowApp shall endeavour to provide the services described therein and shall, once such changes are complete, inform the Customer that such work has been completed. FollowApp shall charge the Customer for such services as specified in the Estimate.
  1. Without prejudice to the Special Terms and Conditions of this Agreement, FollowApp grants to Customer a non-exclusive (unless otherwise agreed in the Special T&C), world-wide, non-sub-licensable, licence during the term of this Agreement to use the FollowApp Solution pursuant to the terms of this Agreement on the basis specified in Technical Specification and Pricing Section.
  2. The parties agree that all Intellectual Property Rights in the FollowApp Solution are, and shall remain, the property of FollowApp and its licensors, FollowApp reserves the right to grant a licence to use the FollowApp Solution, or modified versions of it, to any other party or parties.
  3. The Customer shall not acquire any Intellectual Property Rights whatsoever in respect of the FollowApp Solution, any integration of the FollowApp Solution with the customer’s software, any Change, or any other documentation, materials, processes, or software used by FollowApp in connection with or related to the creation or provision of the FollowApp Solution.
  4. The Customer grants to FollowApp a non-exclusive, royalty-free, world-wide licence during the term of this Agreement to:
    1. to reproduce and display the Customer’s trade marks to the extent necessary for the purposes of providing the FollowApp Solution.
  5. The Customer shall do, and execute or arrange for the doing and executing of, each necessary act, document and thing that FollowApp may consider necessary or desirable to perfect the right, title and interest of FollowApp in and to the Intellectual Property Rights in the FollowApp Solution.
  6. The Customer shall use reasonable endeavours to prevent any infringement of FollowApp’s Intellectual Property Rights in the FollowApp Solution and shall promptly report to FollowApp any such infringement that comes to its attention. 
  7. The Customer recognises that nothing in this Agreement shall permit it to have access to FollowApp’s databases, systems, servers, or any source code relating to the FollowApp Solution.
  8. The Customer acknowledges that FollowApp shall have the right to update the FollowApp Solution from time to time and without notice, provided that it must at all times comply with the Specification. 
  9. As a condition of its use of the FollowApp Solution the Customer agrees that it shall inform FollowApp immediately in the event that:
    1. it detects or suspects any fraudulent use of the FollowApp Solution; or
    2. if it intends to perform any kind of security testing or analysis in which the FollowApp Solution will be involved or used.
  1. FollowApp may deliver Training at the times and the locations specified under the Special Terms and Conditions. Customer recognises that the Training requires Customer’s cooperation in order to be delivered successfully and warrants that it shall provide FollowApp with all reasonably requested information and assistance in order to enable it to deliver the same.
  2. FollowApp may, from time to time, agree to provide such additional Training as the Customer may reasonably request.
  3. The cost of all training provided by Followapp has been included in the Price. Throughout the Terms, FollowApp shall provide first line support to all questions submitted to its dedicated support e-mail address by any individual to whom it has provided the Training. FollowApp shall endeavour to respond to all such emails within 24 hours (such hours falling in Normal Working Hours only) and may, from time to time, provide support documentation designed to assist with the ‘troubleshooting’ of particular identified issues.
  1. Each party undertakes not to use the Confidential Information otherwise than in the exercise and performance of its rights and obligations under this Agreement.
  2. In relation to the Customer’s Confidential Information:
    1. FollowApp shall treat as confidential all Confidential Information of the Customer supplied under this Agreement. FollowApp shall not divulge any such Confidential Information to any person, except to its own employees and then only to those employees who need to know it for the purposes of enabling FollowApp to carry out its obligations under this Agreement. FollowApp shall ensure that its employees are aware of, and comply with, this clause and
    2. FollowApp may provide any of its subcontractors with such of the Customer’s Confidential Information as it needs to know for the purposes of assisting or enabling FollowApp to carry out its obligations under this Agreement, provided that such sub­contractor is aware of the terms of this Agreement.
  3. In relation to FollowApp’s Confidential Information:
    1. the Customer shall treat as confidential all Confidential Information of FollowApp supplied to the Customer during the performance of this Agreement;
    2. the Customer shall not, without the prior written consent of FollowApp, divulge any part of FollowApp’s Confidential Information to any person other than employees of the Customer who need to know such information in order to make use of the FollowApp Solution or to enable the Customer to carry out its obligations under this Agreement. 
    3. the Customer undertakes to ensure that the persons mentioned in this clause are made aware, before the disclosure of any part of FollowApp’s Confidential Information, that the same is confidential and that they owe a duty of confidence to the Customer in terms similar to this clause (which the Customer shall ensure is adhered to).
  4. The restrictions imposed by this clause shall not apply to the disclosure of any Confidential Information which:
    1. is now in or hereafter comes into the public domain otherwise than as a result of a breach of this clause, or a similar provision in another agreement to which either FollowApp or the Customer is a party;
    2. before any negotiations or discussions leading to this Agreement, was already known by the receiving party and was obtained or acquired in circumstances under which the receiving party was not bound by any form of confidentiality obligation; or
    3. is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the disclosing party to limit disclosure to such authorised person to the extent necessary).
  5. Each party shall notify the other party if any of its staff connected with the provision or receipt of the FollowApp Solution becomes aware of any unauthorised disclosure of any Confidential Information and shall afford reasonable assistance to the other party, at that other party’s reasonable cost, in connection with any enforcement proceedings which that other party may elect to bring against any person.
  6. FollowApp may use Customer de-identified aggregated data derived from Customer’s use of the FollowApp Solution for the purposes of marketing the FollowApp Solution to other potential customers subject to Customer’s right to have copy approval of all such marketing materials prior to their first use by FollowApp.
    1. the terms “Data Controller”, “Data Processor”, “data subject” and “processing” shall bear the respective meanings given them in the Data Protection Law, those terms shall have the equivalent definitions given to them by the General Data Protection Regulation (the “GDPR”).
    2. ‘data’ shall include Personal Data.
    3. “Customer Personal Data” means any Personal Data provided by or on behalf of the Customer.
  1. The Customer and FollowApp acknowledge that for the purposes of Data Protection Law, the Customer is the Data Controller and that FollowApp shall be the Data Processor in respect of any Personal Data.
  2. FollowApp shall process Customer Data only to the extent necessary to perform the services that it is engaged to provide pursuant to the terms of this Agreement and shall not process Customer Data for any purposes other than those expressly authorised by the Customer.
  3. Each party warrants to the other that it will process the Personal Data in compliance with all applicable laws, enactments, regulations, orders, standards and other similar instruments.
  4. FollowApp warrants that it shall keep all Customer Data encrypted at rest (i.e. while that Customer Data is being stored on a server owned or controlled by FollowApp but is not in active use).
  5. The Processor warrants that, having regard to the state of technological development and the cost of implementing any measures, it will:
    1. Take appropriate technical and organisational measures against the unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data to ensure a level of security appropriate to:
      1. the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage; and
      2. the nature of the data to be protected.
    2. take reasonable steps to ensure compliance with those measures.
  6. The Customer recognises that FollowApp may create data products which relate to matters such as overall usage of the FollowApp Solution, or to particular patterns of aggregate Patient behaviour. These data products may be provided on a commercial basis to third parties. FollowApp warrants that these data products will not contain Personal Data, will not contain data that enables any reader to discern Patient activity at an individual Site, and will be prepared in compliance with Data Protection Law.
  7. The Customer acknowledges and agrees that FollowApp may use de-identified aggregate Patient data to: 
    1. provide benchmarking services, reports and other data analysis to the Customer to optimise Patient engagement; and
    2. create data products that may be provided on a commercial basis to third parties (and, for the avoidance of doubt, such products shall consist solely of anonymised, aggregated data from which no individual data subject can be identified). 
  8. FollowApp warrants that these data products will not contain Personal Data, will not contain data that enables any reader to discern Patient activity at an individual Site, and will be prepared in compliance with Data Protection Law.
  9. Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party or its employees or agents to comply with any of its obligations under this clause.
  10. The Customer acknowledges that the Processor is reliant on the Customer for direction as to the extent to which the Processor is entitled to use and process the Personal Data. Consequently, the Processor will not be liable for any claim brought by a Data Subject arising from any action or omission by the Processor, to the extent that such action or omission resulted directly from the Customer’s instructions and/or failure to obtain any necessary consent or authorisation from an individual data subject.
  11. In order to avail itself of the benefit of an indemnity granted in its favour pursuant to this clause a party must (a) promptly inform the indemnifying party of all contemplated or actual claims which come to its attention which might engage the relevant indemnity, (b) make no admission of liability or offer to settle such claims without the written permission of the indemnifying party, (c) grant to the indemnifying party on request full and sole conduct of such claims, and (d) grant all reasonably requested assistance to the indemnifying party in respect of such claims.
  12. The Customer acknowledges that FollowApp may need to obtain individual consent from Patients in order to send particular communications to them and/or that it may be obliged to permit Patients to ‘opt out’ of receiving particular communications. Where this is the case FollowApp shall endeavour to notify Customer, but Customer recognises that FollowApp will not send communications to Patients where to do so would be a breach of Data Protection Law and will not be considered to be in breach of this Agreement where it refrains from sending any communication on such basis.
  13. The Customer warrants that it will not provide to FollowApp any Customer Personal Data otherwise than in full compliance with Data Protection Law. The Customer warrants that it has full right and authority to enter into this Agreement, to appoint FollowApp as a Data Processor, and to lawfully provide all Customer Personal Data that it may supply to FollowApp.
  14. FollowApp shall promptly and fully notify the Customer in writing of any notices it receives in connection with the processing of any Customer Personal Data, including subject access requests, and provide such information and assistance as the Customer may reasonably require.
  15. The parties to this Agreement agree that FollowApp shall have no liability in respect of any record or personal data which it erases/edits in order to comply with its legal obligations pursuant to the Data Protection Act or GDPR (including without limitation any right of any data subject to have their personal data erased from FollowApp’s records).
  16. FollowApp shall not, save where it is required to do so by law or to fulfil its obligations pursuant to this Agreement, transfer any Personal Data received pursuant to this Agreement to any third party without first receiving Customer’s authorisation to do so.
  1. Neither party excludes or limits liability to the other party for:
    1. fraud or fraudulent misrepresentation;
    2. death or personal injury caused by negligence; 
    3. any matter for which it would be unlawful for the parties to exclude liability.
  2. FollowApp shall not be liable for any interruptions to the FollowApp Solution or Outages or Interruptions arising directly or indirectly from:
    1. interruptions to the flow of data to or from the internet;
    2. the effects of the failure or interruption of services provided by third parties;
    3. any actions or omissions of the Customer (including, without limitation, breach of the Customer’s obligations set out in this Agreement) or any third parties;
    4. problems with the Customer’s computer hardware or software, or the hardware or software of any third party;
    5. interruptions to the availability of the FollowApp Solution requested by the Customer.
  3. FollowApp shall not be liable for any loss or damage of whatsoever nature suffered by the Customer arising out of or in connection with any act, omission, misrepresentation or error made by or on behalf of the Customer or arising from any cause beyond FollowApp’s reasonable control.
  4. The Customer accepts that FollowApp is in no way liable for any virus or other contaminants which enter the Customer’s computer systems via the FollowApp Solution or via electronic communications between the two parties, nor shall FollowApp be liable for any loss or damage arising from any access to its systems or servers by any unauthorised third party, subject to FollowApp exercising reasonable endeavours at all times to ensure that its systems are free from and secure against such contaminants and attacks.
  1. Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either party may at any time terminate this Agreement with immediate effect by giving written notice to the other party if:
    1. the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
    2. the other party commits a material breach of any term of this Agreement (other than failure to pay any amounts due under this Agreement) and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
    3. the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
  2. Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.
  3. On termination of this Agreement for any reason, the Customer shall immediately pay any outstanding unpaid invoices and interest due to FollowApp. FollowApp shall submit invoices for any Services that it has supplied, but for which no invoice has been submitted, and the Customer shall pay these invoices immediately on receipt.
  1. Amendments to this Agreement are to be made in a written document signed by both Parties.
  2. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
  3. Each party confirms it is acting on its own behalf and not for the benefit of any other person. 
  4. This Agreement may be executed in a number of counterparts and by the several Parties hereto on separate counterparts, each of which when so executed and delivered, shall be an original but all the counterparts shall together constitute one and the same instrument. Signatures to this Agreement transmitted by facsimile and/or by electronic mail in “portable document format” (“PDF”), or by any other electronic means shall have the same effect as physical delivery of the paper document bearing the original signature.

 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England.

The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).