Terms of Service
Terms of Service - Last revised: 03-12-24
Welcome to Healthwoosh (Quantum Touch Limited), which empowers users to create, distribute, and manage their own websites, mobile applications, AI services, and more. Healthwoosh also provides an open ecosystem where third parties and pharmacies can register to obtain our services.
Healthwoosh operates as a platform provider. As part of using this service, Data Controllers are required to obtain adequate insurance to cover risks associated with their operations, including Cyber Liability and Professional Indemnity Insurance.
Healthwoosh provides hosting for client databases and applications as part of its platform. However, should your traffic or data levels exceed thresholds typical for initial use (as determined by Healthwoosh in consultation with the client), Healthwoosh may require the Data Controller to transition their database and application hosting in-house or to a third-party infrastructure provider of their choice. This transition ensures optimal control, scalability, and security, in alignment with industry best practices for SaaS platforms. As part of our Software As A Service (SaaS) services, you will be required to comply with this scaling plan when advised for optimal security and data control interfacing through Healthwoosh services as Data Controller you bear all responsibility and obligation for implementing these facilities in time.
These services include the Healthwoosh App Platform, Healthwoosh Services, and Healthwoosh Playground for supporting further integration of controllers and other third parties.
Data Controllers may also integrate services more directly through our self-management portals for Content, API integrations, with option to manage your own terms and policies with your intended users.
Below are our “Terms and Conditions.” For ease of understanding, we have included brief summaries of each section. However, these summaries are provided for convenience only and are not legally binding. The full text of each section constitutes the legally binding terms.
Section 1: Introduction
1.1. Purpose
These Terms are a legal contract between you and Healthwoosh (Quantum Touch Limited). You must be at least 18 years old to use our Platform. By using our Platform, you agree to be bound by these Terms. The Terms may be updated occasionally, and your continued use of the Platform signifies acceptance of the changes.
1.2. Scope
These Terms and Conditions (the “Terms”) are a legal agreement between you (“Licensee” or “you” and its derivatives) and Healthwoosh (Quantum Touch Limited) (“Healthwoosh” or “we” and its derivatives). These Terms govern your use of Healthwoosh’s website at [Insert URL] (the “Site”) and your access to and use of our drag-and-drop application building, hosting, and management platform (the “Platform”), Healthwoosh Services, and Healthwoosh Playground. Except where specifically noted below, all references to Healthwoosh services include all bare services offered through self-management interfaces to maintain and self-manage your services directly of via your nominated third party. Any additional support from Healthwoosh can be contracted separately on case-by-case basis.
1.3. Business Model and Understandings
Healthwoosh provides a self-service model with access to additional support on request, quoted separately. Our ecosystem is designed to work similarly to platforms like Shopify, Magento, and OpenAI Playground, where users can integrate third-party apps and services. All users must understand that they are responsible for evolving their services, requesting upgrades, and managing their data within this ecosystem and any third parties that make up their offerings as Data Controller at all times. Healthwoosh provides tools and services you can utilise to create new services, experiences and workflows contributing more than the sum of their parts to your company/Data Controller and a clear understanding of this model is required. Any inability to understand, manage or address issues, relies with you in the creation and design of any service and interoperable parts. We are happy to provide guidance but your Legal, DPO or Superintendents or other resources should be used if you are unsure about any aspect of the model.
For example, you could choose to build an App, link to a portal you build or other endpoint you prefer, decide on transfer mechanism, set up up and allow workflows to the standard you require.
While some services can be built to specification as turnkey, you will need to constantly evaluate your services annually at minimum to address any evolving landscape regulations, upgrades to enhance security as with any and all self manage product platforms.
Healthwoosh does not assume any role or responsibility for the Data Contoller as per standard in our business services. The only time this may apply is if Healthwoosh were to create a direct to market service of it’s own to act as a Controller and Processor for its own B2C propositions- which are out of scope of terms as private to Healthwoosh in such cases.
1.4. Eligibility
TO USE THE PLATFORM YOU MUST BE 18 OR OLDER (or the age of majority in the jurisdiction from which you are accessing the Platform).
By accessing or using the Platform, you represent and warrant that you have the legal right to do so, meet the age requirements in this section, and have the power to enter into a binding contract with us – either for yourself or on behalf of the entity on whose behalf you are using the Platform. YOU ARE REQUIRED TO AFFIRMATIVELY ACCEPT THESE TERMS WHEN INITIALLY SIGNING UP TO ACCESS THE PLATFORM or ACCEPTING AND PAYING INVOICES FOR SERVICES IF INSTRUCTION OF WHERE TO FIND TERMS REFERENCED WITHIN.
1.5. Third-Party Services
These Terms do not apply to any third-party websites, services, and applications (“Third Party Services” or “Sub-Processor” or variants therein) that you may access through the Platform, such as payment processors, messaging applications, or others.
We are not responsible for the content or practices of Third Party Services and provide links to Third Party Services only for the convenience of our users. It is your responsibility to ensure that if you ask us to connect any third-party service or do so yourself, that you get your own assurances, agreements, sla’s or other with that party. Any party that your business uses to integrate with any of our products, you:
(i) acknowledge you are responsible for their compliance with applicable data protection laws and that they are compliant;
(ii) have their consent to integrate such service; and
(iii) are responsible for any liabilities related to the same. Additionally, we are not responsible for any content you may publish on your service or interactions or human errors caused on your part.
1.6. Dispute Resolution
Section 14 of these terms requires the use of arbitration on an individual basis to resolve disputes arising out of these terms, rather than jury trials or class actions, and also limits the remedies available to you if there is such a dispute if participating with Healthwoosh, Healthwoosh Playground, to match out business model, transparent responsibilities, obligations and risks with onus at all times on Data Controller for the direction and design of their services and workflows.
In the event of a dispute involving data or platform functionality, the Data Controller and any third-party hosting providers must demonstrate compliance with Healthwoosh’s guidelines and annual audit requirements before initiating formal proceedings.
Disputes will be resolved by Non-binding arbitration administered by the Irish Arbitration Association under its Commercial Arbitration Rules in Dublin, Ireland, or other agreed jurisdictions if mutually consented by all parties.
1.7. Changes to Terms
We may change these Terms at any time. When we do so, we will make a new copy of the Terms available on this page and will also inform you through the administration panel of the Platform as applicable. Any changes to the Terms will be effective immediately for new users and five (5) days after notice of such changes is posted on the Site for existing users.
1.8. Contact Information
You may contact us using the contact form on our website here with any questions you have about these Terms, the Platform, or our other services.
1.9. Healthwoosh Interpretation and Amendments
At all times, the terms are defined and amended solely by Healthwoosh. The applied interpretations and definitions of these terms are managed by Healthwoosh as the guardian of its services and enablers it shares to Data Controller and or their processors and sub processors. Healthwoosh only offers services on this basis. All interpretations are to favour the growth and support of this business model.
1.10. Mandatory DPA
The Healthwoosh Data Processing Agreement (DPA) is mandatory and incorporated by reference into these Terms. If no other DPA is forthcoming from the Data Controller, the default Healthwoosh DPA shall apply. Any additional DPAs must be reasonable, suitable to the Healthwoosh Business Model, and agreed upon in separate contracts.
Section 2: Definitions
2.1. Data Controller: The entity that determines the purposes and means of processing personal data. In this context, users of the Healthwoosh Platform who create and manage their own applications and services are Data Controllers.
2.2. Data Processor: The entity that processes data on behalf of the Data Controller.
Healthwoosh acts as a Data Processor when it processes data according to the instructions of Data Controllers. Healthwoosh can provide a list of its sub processors to Business Controllers on its services on request.
Other entities may act as a Data Processor e.g. if you connect a third party system like an EPOS, dispensary system or other. In such regard those processors remain the data controllers obligation to have direct separate agreements directly.
2.3. Third Parties or Sub-Processor: Any processor engaged by a Data Processor to assist in processing data on behalf of the Data Controller. Data Controllers must ensure that any Sub-Processors they engage comply with all terms, policies, and applicable data protection laws. Healthwoosh has a list of its own sub-processors available on request. Data Controller may also integrate its own Sub-Processors which Healthwoosh is not responsible for and requires data controller to have its own direct agreements with each in each case.
2.4. Healthwoosh Playground: A development environment provided by Healthwoosh for users to create, test, and integrate applications and services with the Healthwoosh ecosystem.
2.5. Healthwoosh Services: Any services provided by Healthwoosh, including the App Platform, Healthwoosh Services, and Healthwoosh Playground.
Section 3: Platform License
You can use the Platform to build and host an application, site or or other services that you make available to others e.g. a Mobile App integrated to any end point, database of your choosing.
Any other use of the Platform or attempt to copy or damage the Platform is prohibited and we may suspend or terminate your account in such event. You may pay an additional fee to access additional features that expand the functionality of the Platform or Healthwoosh Sites.
As the designer and Data Controller of their services, users/data contollers are ultimately responsible for defining data workflows and endpoint integrations to systems such as EPOS, PMR, internal or external databases, APIs, or other services. Data Contollers are responsible for maintaining, managing, and upgrading these endpoints as required and determining how data is stored and managed within their service design and how opt in management terms and conditions are relayed to the market subscribers they launch such services built to. This obligation on the data contoller is paramount and needs to be understood using our services.
3.1. License: Subject to these Terms, Healthwoosh grants you a non-exclusive, non-transferable, non-sublicensable, limited, and revocable license to:
(i) access and use the functionality of the Platform to build, host, and manage websites, services, and other Internet-based solutions (collectively a “Healthwoosh Site”) that may be made available to members of the general public (each such individual accessing a Healthwoosh Site an “End User”). The license granted in this Section includes the right to access, use, and make a reasonable number of copies of any written descriptions of the functionality, technical requirements, or use of the Platform (collectively “Documentation”), and
(ii) use any changes to the Platform made available to all Healthwoosh clients at no additional cost (each an “Update”) when each Update is made available. Updates are applied automatically to the Platform. We reserve the right to take the platform offline at any time to make any necessary updates and will endeavor to make such updates as fast as reasonably possible.
3.2. Restrictions: Except as explicitly permitted in these Terms, you may not directly or indirectly:
(i) modify or create derivative works of the Platform;
(ii) decompile, reverse engineer, or translate any portion of the Platform into human-readable form (except to the extent expressly allowed by applicable law);
(iii) rent, lease, share, distribute, or sell the Platform or services to any third party (without our written consent), including on a service bureau or similar basis;
(iv) remove, alter, or deface proprietary notices or marks in the Platform or Documentation;
(v) disclose the results of testing or benchmarking of the Platform;
(vi) circumvent or disable the Platform’s security, copyright protection, or license management mechanisms;
(vii) interfere with the Platform’s operation;
(viii) use the Platform to violate the law or the rights of any third party; or
(ix) attempt to do any of the foregoing. Healthwoosh may take any actions it deems reasonable, including denying access to Users, suspending a Healthwoosh Site, or terminating your Subscription (as defined in Section 9(a)) for any breach of this Section.
3.3. Additional Features:
An “Add-On” is an optional Platform feature available for an additional fee. Add-Ons are not required for the proper functioning of the Platform, may be subject to additional terms, and may be added to an existing subscription to the Platform. Add-Ons may include integrations to Third Party Services. Where Add-Ons have additional terms, you must accept such additional terms prior to accessing the Add-On.
Section 4: Use of the Platform
You must create an account to access the Platform’s application creation features. You are responsible for keeping your account credentials secure, for all acts that occur under your account, and for the acts of anyone who accesses the Platform on your behalf. You may use the Platform to create applications for your customers. You cannot use the Platform for illegal purposes, to post pornography or hateful content, harass others, or engage in any other activity that is prohibited by our Acceptable Use Policy.
4.1. Accounts
To access the Platform’s app creation and management tools, you must create an account (an “Account”). Accounts are created by either sign up on our platform, or accepting invoice and running services with Healthwoosh, or via specific enhanced contracts. Every individual with such access is a “Direct User” (as opposed to End Users who are visitors to our or your services), and unless the circumstance clearly indicates otherwise, all references to “you” in this Agreement apply to Direct Users. When you create or update an Account, you must provide information that lets us contact you and (if you are signing up for a paid Subscription or access to the Healthwoosh payment partner as described in Section 6) process payments through our third-party payment processor. All personal information that we collect in relation to your Account is subject to our Privacy Policy; information collected by the payment processor is subject to their equivalent policy. You agree to keep all Account information accurate, current, and complete for so long as you are using the Platform.
If you design, operate, or maintain Healthwoosh Sites for third parties on a commercial basis, you may create an Account under our Agency Subscription Plan (an “Agency Account”). When operating an Agency Account:
you may not use it to create your own Healthwoosh Sites, Apps or other services;
the restriction set forth in Section 3.2(iii) does not apply to work you perform for your customers; and
once you create a Healthwoosh Service or wish to integrate your own, your customer must establish their own account with us at the proper Subscription level prior to making it available to End Users. Please contact us directly at concierge@healthwoosh.com if you wish to operate as an agency to agree on commercials related to the Agency Account.
4.2. Security
Each Direct User must establish login credentials to access the Platform and is responsible for maintaining the confidentiality of such credentials. You must immediately inform Healthwoosh of any suspected unauthorized use of the Platform. Healthwoosh cannot and will not be liable for any loss or damage arising from a failure to safeguard Account credentials or unauthorized use of such credentials. Security for same rests with you the user.
4.3. Acceptable Use
In addition to the restrictions set forth in Section 3.2, you and your Direct Users may not use the Platform in any way that does not comply with Healthwoosh’s Acceptable Use Policy, which is incorporated into these Terms by reference ([Insert Acceptable Use Policy URL]).
Section 5: Healthwoosh Obligations
We strive to keep the Platform available 24/7/365 but may suspend access for maintenance or to protect it from attacks or other threats. We protect the Platform with robust physical, network, and data security measures. Online support for the Platform is available at [Insert URL] and paid users have access to email support.
5.1. Availability
Healthwoosh will use commercially reasonable efforts to make the Platform available at all times except for scheduled downtime and any unavailability caused by events beyond our reasonable control, such as fires, natural disasters, government actions, civil unrest, Internet service provider failures or delays, cessation of services by any sub processors or third parties, or denial of service attacks that would not be stopped by the use of standard security measures or if becomes necessary to protect the network, data controllers and data. This does not substitute the Data Controllers responsibility to protect their services, data and to disable services in event of such issues thought he self-management interfaces provided by Healthwoosh or by the controller also having the obligation to coordinate via the third party service to take action to protect its data.
5.2. Security
Healthwoosh will employ industry-standard technical, logical, and physical security measures and practices for the Platform and any Healthwoosh systems on which Direct User Content (as defined in Section 6(a)) is stored or processed, designed to preserve the security and integrity of, and prevent unauthorized access to, the Platform, Healthwoosh Sites, and Direct User Content. Healthwoosh will also implement AI-driven security analytics to identify and respond to threats in real-time and maintain a comprehensive incident response plan detailing steps for breach management and mitigation. A dedicated security team will monitor and enhance security measures continuously.
5.3. Support
Healthwoosh will provide all Updates to the Platform and any Add-Ons applicable to your Account as and when they become available. Online documentation, community forums, manuals, and interactive training materials will be made available over time on our website. In addition, Direct Users with paid Subscriptions have access to email support at [Concierge@healthwoosh.com]. Before emailing support, we strongly recommend you check the various help and support pages on our website. Support personnel respond to all emails during normal business hours (Weekdays from 9 AM-7 PM GMT), provided that requests received from Dedicated Users, as well as “Team” and “Production” Subscription Direct Users, take priority over other requests.
Section 6: Healthwoosh Sites and Direct User Content
You are responsible for all content and operation of any Healthwoosh Site you build, including the actions of any individual who accesses or uses your site. You must include terms that are at least as protective of Healthwoosh as these Terms on your site. We can remove any content on the Platform or a Healthwoosh Site that violates these Terms.
6.1. General
You are responsible for all text, images, photographs, or other materials provided or uploaded by you or Direct Users associated with your Account to the Platform or Site (“Direct User Content”). Direct User Content includes all content of Healthwoosh Sites, the design and workflow of a Healthwoosh Site, all data generated by or submitted to a Healthwoosh Site (including information relating to End Users), any templates or add-ons you make available through the Healthwoosh platform or services, and any comments, reviews, responses, or other information posted in any user forums or the equivalent. As between you and Healthwoosh, you agree that you are solely responsible for all content, operation, and management of any Healthwoosh Site or other Direct User Content to which you have access (including if such Direct User Content was produced by others operating on your behalf, such as where multiple Direct Users have access to a single Healthwoosh Site), and you agree to indemnify Healthwoosh for any claims, damages, costs, and liabilities arising from such Healthwoosh Site or content. This is regardless if you hire Healthwoosh to build a service to your specification or preference, as you, the licensee, are the data controller and responsible for all data and structure of service and sign-off of service prior to going live. For each piece of Direct User Content that you submit, you represent and warrant that:
You have the right to submit the Direct User Content to the Platform and grant the licenses set forth in this Section;
If payment is required to any third party for the display of such Direct User Content that is licensed, you are solely responsible for all such payments and will indemnify Healthwoosh for any third-party seeking license or other payments related to Direct User Content from Healthwoosh;
The Direct User Content does not infringe, violate, or misappropriate any third party’s rights, including any copyrights, trademarks, or other intellectual property rights, and privacy rights; and
The Direct User Content complies with these Terms, the Acceptable Use Policy, and all applicable laws.
6.2. End User Content and Healthwoosh Site Terms
If End Users are allowed to post content on a Healthwoosh service, such content will be deemed Direct User Content of the Direct User(s) who own the Account(s) associated with such Healthwoosh Service. Each Healthwoosh Site must include terms of use that are at least as protective of Healthwoosh and grant the controller of the Healthwoosh Site the same rights with respect to removal and treatment of End User content that Healthwoosh has with respect to Direct User Content set forth in these Terms, including Sections 3.2, 4.3, 6.3, 6.5, 7.4, and 16. In short, you must create the terms of service available to end users for your service and create your own privacy policy.
6.3. Review and Removal of Content
Healthwoosh is not required to review Direct User Content but may determine in our sole discretion that certain Direct User Content violates these Terms. We may remove such content, suspend your Account, suspend access to the applicable Healthwoosh Site, or take any other steps that we deem appropriate in such a case. Where applicable, Healthwoosh may still collect subscription fees from suspended accounts. Healthwoosh does not guarantee the accuracy, reliability, or quality of Direct User Content. You acknowledge that by using the Platform or Healthwoosh Platform, or by visiting a Healthwoosh Site, you may be exposed to content that you may consider offensive, indecent, or objectionable. If you believe that any content on the Platform infringes a third party copyright, trademark, or other intellectual property right, you may report the infringement as set forth in Section 16.
6.4. License to Healthwoosh
By posting, displaying, sharing, or distributing Direct User Content on or through the Platform, you grant Healthwoosh, its affiliates, and any applicable Third Party Services a nonexclusive license to use such Direct User Content during the Term (as defined in Section 12) solely for the purpose of operating the Platform and providing related services. Healthwoosh is acquiring no rights in the Direct User Content except for the limited license set forth above.
6.5. Compliance and Preservation
Healthwoosh may access, preserve, and disclose Account information and/or Direct User Content if Healthwoosh is required to do so by applicable law or if we believe in good faith that such access, preservation, or disclosure is reasonably necessary to:
Comply with legal process;
Enforce these Terms;
Respond to claims that any Direct User Content violates the rights of third parties, including pursuant to Section 16;
Respond to your requests for customer service; or
Protect the rights, property, or personal safety of the Platform, Healthwoosh, our employees, directors, or officers, partners, and agents, or members of the public.
6.6. Ownership Disputes
Sometimes ownership of an Account or Healthwoosh Site is disputed between parties, such as a business and its employees, or a web designer and a client. We try not to get involved in these disputes. However, we reserve the right at any time and in our sole discretion and without notice to you to determine rightful Account or Healthwoosh Site ownership and to transfer an Account or Healthwoosh Site to such owner. Our decision in that respect is final. If we feel that we can’t reasonably determine the rightful owner, we reserve the right to suspend an Account or Healthwoosh Site until the disputing parties reach a resolution. We also may request documentation, such as a government-issued photo ID, credit card invoice, or business license to help determine the rightful owner.
Section 7: Healthwoosh Platform
You buy or sell (license, really) templates and plugins for use with Healthwoosh services. Healthwoosh provides its services to you to facilitate your users but is not responsible for transactions between the user and your business or with third parties. We do not warrant any transactions, commercials you set with your users, or losses related.
7.1. General
The “Healthwoosh Platform” lets Direct Users buy (a “Buyer”) and sell (a “Seller”) templates and plugins for use with the Platform (“User Components”). User Components are Direct User Content and subject to all applicable restrictions in Section 6 except as explicitly set forth in this Section. Sellers may not use Healthwoosh Marks in or in connection with the marketing of User Components and may not otherwise suggest that they are associated with or endorsed by Healthwoosh. Buyers and Sellers in the Healthwoosh Platform contract directly with each other. Healthwoosh will not be a party to any contracts between Buyers and Sellers. Healthwoosh may, in certain cases, facilitate these contracts by supplying a medium for the exchange of money. Payment will be processed at the end of a completed transaction. All payments will be made through a Third Party Service payment provider from our compatible list or one you may provide, and as such we have no liability or responsibility for their operations.
7.2. Submission and Review
Direct Users who have created a User Component are invited to submit it using the “Submit” or similar data submission button in the Healthwoosh Platform or services and completely and accurately filling out all requested information. By submitting a User Component, Seller:
Represents that it is compliant with the Platform; and
Makes all the representations and warranties set forth in Section 6.1 with respect to such User Component. Healthwoosh will review the submission and may refuse it for any reason whatsoever, including incompatibility with the Platform or inappropriate content.
7.3. Removal
Healthwoosh reserves the right at any time and for any reason to remove a User Component from the Healthwoosh Platform, even if it was previously approved and even if the removal of such User Component materially diminishes the functionality of Healthwoosh Sites using such User Component. Healthwoosh will take commercially reasonable steps to work with the Seller to mitigate the effect of such removal but is not responsible for any claims by End Users or third parties relating to such removal.
Data Contollers also have right to request data deletion as required for various services. Onus rests with the Data Controller to manage this through any self-management interfaces provided or to request support proactively to Healthwoosh. Data Controller can additionally manage comms and service availability directly and additionally seek support if any issue. All onus rests with the Data Controller in all regards.
7.4. Disclaimer
HEALTHWOOSH MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE CONTENT, FUNCTIONALITY, APPROPRIATENESS, MERCHANTABILITY, OR OTHERWISE OF ANY USER COMPONENT AND DISCLAIMS ALL LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THE USE OF USER COMPONENTS.
7.5. Payments
All payments made to Healthwoosh are non-refundable. All setup fee payments fall due prior to project start and build. Payments can be made by credit card or invoice model. It is your responsibility as a licensee to ensure all payments are made on time to assure any launch dates to be mutually agreed. Additionally, monthly fees or annual fees must be paid in advance. Healthwoosh reserves the right to place any service in excess of 30 days late payment on pause, and in excess of 90 days service may be deactivated at the discretion of Healthwoosh.
Late payments will accrue interest at the statutory rate per the European Communities (Late Payment in Commercial Transactions) Regulations 2012, unless otherwise agreed in writing.
Payments and obligations related to different product lines must remain separate. Cross-application of funds or terms between product lines is not permitted unless expressly agreed upon in writing.
Subscription rates are subject to annual adjustment based on inflation, administrative costs, or other relevant factors or enhanced service levels, with notice provided at least 30 days in advance
7.6. Discretionary Refunds
Healthwoosh has no obligation to provide refunds or credits but may grant them in extenuating circumstances as a result of specific refund guarantee promotions or to correct any errors made by Healthwoosh in each case in Healthwoosh’s sole discretion. If any refund is offered at discretion, it does not set a precedent for future services provision, as this will always be on a discretion basis given terms in general are payments are non-refundable.
7.7. Exclusivity
No exclusivity is offered by Healthwoosh – our services are available to all.
7.8. Payment Plan
Depending on the Healthwoosh services you select or procure from Healthwoosh, the plan you have with Healthwoosh will further dictate the price, payment terms, and consequences of non-payment. Payment plans can be subject to change by Healthwoosh with 30 days’ notice at any time.
Section 8: Ownership
We own the Platform and all information about its use that does not allow for the identification of individuals. You own your content. We may use any feedback you provide about the Platform or Healthwoosh without compensating you.
8.1. Platform
Aside from the limited license granted to you in Section 3.1, Healthwoosh retains all right, title, and interest in and to the Platform, Services, Documentation, and all Updates. The Licensee shall not acquire any proprietary right or title to or interest in: any reproductions, enhancements, and/or modifications to the Proposed Service, Intellectual Property, technologies, know-how, trade secrets, or the Deliverables made by Healthwoosh or its subprocessors or third parties. No right of entitlement in any regard applies. The Licensee only retains ownership of their data and content.
8.2. Direct User Content
Except for the limited licenses granted to Healthwoosh in Sections 6.4, 7.4, and 7.7, as between the parties, you retain all right, title, and interest in and to your Direct User Content. For the avoidance of doubt, you may re-use any Direct User Content or adapt Healthwoosh Site workflows, services, and design on other web platforms or media without restriction if you are allowed to do so per options on your selected payment plan.
8.3. Usage Information
Healthwoosh owns all data regarding installation, registration, and use of the Platform and related to Platform performance, including response times, load averages, usage statistics, and activity logs (collectively “Usage Information”). Usage Information includes information about Healthwoosh Sites and User Components incorporated into Healthwoosh Sites. Usage Information does not include any personally identifiable information or End User Information but may include aggregated information derived from Direct User Content. Usage Information is used to contribute to analytical models used by Healthwoosh to monitor and improve the Platform and to perform Healthwoosh’s obligations under this Agreement.
8.4. Marks
You and Healthwoosh each retain all right, title, and interest in and to their respective trademarks, service marks, logos, names, branding, and equivalent identifiers (“Marks”). You grant Healthwoosh a limited, non-exclusive, non-transferable, sublicensable right to use your Marks on the Platform and as otherwise required to fulfill its obligations hereunder and for attribution as set forth in Section 16(e) consistent with your standard guidelines regarding the use of the Marks. Except for the reproduction of Healthwoosh Marks as permitted herein (i.e., promotion of the Healthwoosh Platform on your site), you may not use Healthwoosh Marks for any purposes, including in a way that suggests you are or endorsed by or associated with Healthwoosh in anything other than a customer relationship or in connection with the marketing of your Healthwoosh Sites or other services related to Healthwoosh. All permitted use of a party’s Marks hereunder will inure to the benefit of the owning party.
8.5. Feedback
Any feedback, comments, or suggestions you may provide regarding us, the Platform, or other services we offer (“Feedback”) is entirely voluntary, and you hereby grant Healthwoosh a perpetual, irrevocable, and royalty-free right and license to use all Feedback in any lawful manner whatsoever without any obligation to you.
Section 9: Third-Party Material
We may make content or services provided by third parties available through the Platform as a convenience to our users. We are not responsible for their content or services and recommend that you review their terms before using it.
9.1. Third Party Services
You are responsible for complying with the terms of use of all Third Party Services applicable to your use of the Platform. Healthwoosh is not responsible for the performance of Third Party Services. Healthwoosh will maintain compatibility of the Platform with Third Party Services accessed via the standard features of the Platform or Add-Ons as part of the support services set forth in Section 5.3.
9.2. Third Party Content
Healthwoosh may make content from third parties, including data provided by Third Party Services (“Third Party Content”), available via the Platform. Healthwoosh is not responsible for the accuracy or completeness of Third Party Content. If Healthwoosh is required to remove Third Party Content or is notified that certain Third Party Content may violate applicable law or third party rights, Healthwoosh may remove such Third Party Content without notice.
9.3. Open Source Software
Certain items of code provided with or accessed via the Platform are subject to “open source” or “free software” licenses (“OSS”). OSS is not subject to these Terms except for this Section 9.3 and Section 13. Instead, each item of OSS is licensed under the terms of the license that accompanies such OSS.
Section 10: Subscription and Payment
You must pay fees to use certain features of the Platform. We may change these fees from time to time, but we will notify you before we do. Your continued use of the Platform after the change becomes effective constitutes your agreement to pay the changed amount.
10.1. Subscription
To access certain features of the Platform, you must have a valid subscription (“Subscription”). Your Subscription will automatically renew at the end of each billing cycle unless you cancel it in accordance with these Terms. You will be charged the applicable Subscription fee (the “Subscription Fee”) at the beginning of each billing cycle.
10.2. Payment
You must provide a valid payment method to pay for your Subscription. You authorize us to charge your payment method for the Subscription Fee and any applicable taxes. If we cannot charge your payment method, we may suspend or terminate your access to the Platform until you provide a valid payment method. If you fail to pay the Subscription Fee or any other amounts due under these Terms, we may charge interest on the overdue amounts at the rate of 1.5% per month or the highest rate permitted by law, whichever is lower.
10.3. Changes to Subscription Fees
We may change the Subscription Fee at any time, but we will notify you of any changes at least thirty (30) days in advance. If you do not agree to the new Subscription Fee, you may cancel your Subscription before the new Subscription Fee becomes effective. Your continued use of the Platform after the new Subscription Fee becomes effective constitutes your agreement to pay the new Subscription Fee.
10.4. Taxes
All fees are exclusive of taxes, levies, or duties imposed by taxing authorities. You are responsible for paying all such taxes, levies, or duties associated with your purchases under these Terms, excluding only taxes based on our income.
10.5. Refund Policy
Except as required by law, all fees are non-refundable. We may grant refunds or credits in our sole discretion in extenuating circumstances.
Section 11: Confidential Information
We will each keep the other’s sensitive information safe and only use it as necessary.
11.1. General: “Confidential Information” means non-public or proprietary information in any form disclosed by or on behalf of either party that (i) is marked or identified as “confidential” or with a similar designation or (ii) by its nature or the circumstances of its disclosure ought reasonably to be treated as confidential. The Platform, Documentation, and Usage Information is Healthwoosh Confidential Information. Each party may have access to the other party’s Confidential Information as a result of this Agreement. Confidential Information is the sole property of the disclosing party.
11.2. Use: Each party will:
(i) only use Confidential Information to fulfill its obligations hereunder and/or as contemplated by these Terms and the Privacy Policy;
(ii) only provide access to Confidential Information on an “as-needed” basis to its personnel, agents, and/or consultants who are bound by obligations materially similar to this Section 11.2; and
(iii) maintain Confidential Information using methods at least as protective as it uses to protect its own information of a similar nature but in no event with less than a reasonable degree of care.
11.3. Exceptions: Confidential Information does not include information that is:
(i) publicly available when disclosed or becomes publicly available without fault of the recipient after disclosure;
(ii) rightfully learned by recipient from entities not bound to keep such information confidential;
(iii) independently developed by recipient; or
(iv) approved for unrestricted disclosure by the disclosing party. In addition, a recipient may disclose the other party’s Confidential Information as required by court order or applicable law (provided that to the extent legally permissible, the recipient promptly notifies the other party of such requirement and cooperates with the other party’s reasonable efforts to prevent or limit the scope of such disclosure at the other party's expense).
Section 12: Term and Termination
You may terminate these Terms at any time by cancelling your subscription and stopping the use of the Platform. We may terminate them for your breach, including failure to pay.
12.1. Term
These Terms will remain in effect for so long as you access the Site or use the Platform (the “Term”).
12.2. Termination by Healthwoosh
If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of these Terms, or if we are required to do so by law (e.g., where the provision of the Platform becomes unlawful), we may immediately and without notice suspend or terminate your Account if you do not reply and rectify within 30 days' notice and 60 days' late notice warnings. We will not be liable to you or any third party for any such termination.
12.3. Termination by You
Subscriptions may be canceled at any time provided you are not within any minimum commitment period per your price plan and commercial arrangements with Healthwoosh.
12.4. Effect of Termination
Upon expiration or termination of this Agreement for any reason, the rights and licenses granted under this Agreement will immediately terminate. Sections 8, 11, 12.4, and 13 through 16 will survive the termination or expiration of this Agreement for any reason.
Section 13: Disclaimer; Limitation of Liability; Indemnification
Liability under this agreement is limited to services provided directly by Healthwoosh per attached DPA at max of 20% of annual licence fees proviso client was not yet instructed to adopt to the complusory scaling plan to host their own data on premise. For clients who have transitioned hosting of their own in-house or to third-party providers, Healthwoosh disclaims all liability for database security, compliance, or performance following the migration date as at that time is removed from the data flow offering App peer to peer Client server encrypted protection and where client manages its data, hosting and security.
Healthwoosh is not liable for service disruptions arising from the Data Controller’s failure to implement recommended security measures, integration standards, or configurations as advised
13.1. Warranty
THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. HEALTHWOOSH MAKES NO PROMISES, REPRESENTATIONS, OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. HEALTHWOOSH DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR WORK WITHOUT INTERRUPTIONS.
13.2. Limitation of Liability
EXCEPT IN THE CASE OF MISAPPROPRIATION OF INTELLECTUAL PROPERTY BREACH:
(i) IN NO EVENT WILL HEALTHWOOSH’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER €1,000 EURO OR 20% OF ANNUAL FEES FOR AFFECTED PRODUCT/SERVICE; AND
(ii) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Healthwoosh is not liable for service disruptions arising from the Data Controller’s failure to implement recommended security measures, integration standards, or configurations as advised
13.3. Indemnification
You will indemnify, defend, and hold Healthwoosh harmless from any claim, action, suit, or proceeding made or brought against Healthwoosh arising out of or related to:
(i) your breach of any term of this Agreement; or
(ii) Direct User Content.
Section 14: Claims of Copyright Infringement
If you believe that content on the Platform violates your copyright, please contact us at [Insert Contact Email] to report the violation. We respond to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable copyright laws.
14.1. Notice
To be effective, the notification must be in writing and contain the following information:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works;
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
(iv) Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
(v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate and under penalty of perjury that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
14.2. Counter-Notice
If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law to post and use the material in your content, you may send a counter-notice containing the following information to our copyright agent:
(i) Your physical or electronic signature;
(ii) Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
(iii) A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
(iv) Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in Ireland, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
14.3. Repeat Infringers
It is our policy to terminate the accounts of users that are determined to be repeat infringers.
14.4. Rights and Remedies
We may remove Direct User Content and other content on the Platform alleged to be infringing and terminate the right to use the Platform by any Direct User who infringes the intellectual property rights of another person or entity, in each case without prior notice and at our sole discretion.
Section 15: Dispute Resolution
We will try to resolve any disputes with you quickly and efficiently. If you are unhappy with the Platform or any other matter, please contact us as soon as possible. Disputes will be resolved by non-binding arbitration administered by the Irish Arbitration Association under its Commercial Arbitration Rules in Dublin, Ireland, or other agreed jurisdictions if mutually consented by all parties.
15.1. Governing Law
These Terms and any dispute arising out of or related to them will be governed by and construed in accordance with the laws of Ireland, without regard to its conflict of laws principles.
15.2. Dispute Categories and Processes
Category A: Disputes Between Data Controller and Healthwoosh
Informal Resolution: Before making any claim, you and Healthwoosh agree to try to resolve any disputes through good faith discussions. If a dispute is not resolved within 30 days after notice of a dispute is provided, either party may bring a formal proceeding.
Mediation: If informal resolution fails, disputes will be submitted to mediation within 30 days.
Arbitration: If mediation fails, disputes will be resolved by binding or non-binding arbitration as mutually agreed and administered by the Irish Arbitration Association under its Commercial Arbitration Rules in Dublin, Ireland at expense of the Controller.
Disputes will be resolved by non-binding arbitration administered by the Irish Arbitration Association under its Commercial Arbitration Rules in Dublin, Ireland, or other agreed jurisdictions if mutually consented by all parties.
Category B: Disputes Between other Data Processor’s and Healthwoosh
Informal Resolution: Before making any claim, you and Healthwoosh agree to try to resolve any disputes through good faith discussions. If a dispute is not resolved within 30 days after notice of a dispute is provided, either party may bring a formal proceeding.
• Mediation: If informal resolution fails, disputes will be submitted to mediation within 30 days.
• Arbitration: If mediation fails, disputes will be resolved by binding or non-binding arbitration as mutually agreed and administered by the Irish Arbitration Association under its Commercial Arbitration Rules in Dublin, Ireland.
Category C: Disputes Between other Data Processor’s and Data Controller
Direct Negotiation: The parties will attempt to resolve disputes through direct negotiation within 30 days. All final decisions on build approach, design, and workflows must be selected and approved by the Controller, who holds ultimate responsibility.
Mediation: If direct negotiation fails, disputes will be submitted to mandatory mediation facilitated by a third-party mediator within 30 days.
Arbitration: If mediation fails, disputes will be resolved by binding or non-binding arbitration as mutually agreed, with Healthwoosh not required to be involved unless required by law.
Provided Healthwoosh infrastructure is used as intended and correctly, all disputes should be managed directly between the Data Controller and their own data processor third parties.
Category D: Disputes Involving All Parties
Mediation: All involved parties will attempt to resolve disputes through mediation within 30 days.
Arbitration: If mediation fails, disputes will be resolved by non-binding arbitration administered by the Irish Arbitration Association under its Commercial Arbitration Rules in Dublin, Ireland.
15.3. Indemnification Clauses
Data Controllers and Sub processors agree to indemnify, defend, and hold Healthwoosh harmless from any claim, action, suit, or proceeding made or brought against Healthwoosh arising out of or related to:
Their breach of any term of this Agreement.
Their interactions and agreements with each other.
All final decisions on build approach, design, and workflows being selected and approved by the Controller.
15.4. Data Controller Responsibilities
As the Data Controller, you hold ultimate responsibility for the selection and approval of all build approaches, designs, and workflows. You are responsible for ensuring all upgrades and maintenance of your services are completed. If the issue is with Healthwoosh, where its tools were used correctly as instructed and not by a third party, the Controller must have ensured that all upgrades and maintenance have been performed.
15.5. No Additional Support
Healthwoosh provides no additional support for any user, processor, or controller if the proposition is out of license or support beyond its statutory minimum.
15.6. No Class Actions
You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
15.7. Opt-Out
You have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms by sending us written notice of your decision to opt out to the contact address provided in these Terms.
15.8. Mediation Service
Introduce a mandatory mediation step before any legal proceedings can be initiated. If mediation fails, parties may address disputes legally between themselves, acknowledging the associated risks. Disputes will be resolved by non-binding arbitration administered by the Irish Arbitration Association under its Commercial Arbitration Rules in Dublin, Ireland, or other agreed jurisdictions if mutually consented by all parties.
16.1. Entire Agreement
These Terms, DPA and the Privacy Policy constitute the entire agreement between you and Healthwoosh regarding the use of the Platform and supersede all prior agreements and understandings, whether written or oral, between the parties regarding the subject matter hereof, bar exception to additional any terms that may be issued on invoices to facilitate any special rates, deals and understandings. Therein both terms per this website and terms per invoicing are paramount unless a new separate and individual agreement is formed.
16.2. Severability
If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will remain in full force and effect.
16.3. Assignment
You may not assign or transfer these Terms or any rights or obligations hereunder by operation of law or otherwise without Healthwoosh’s prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. Healthwoosh may assign or transfer these Terms in its sole discretion without restriction.
16.4. Notices
Any notices or other communications provided by Healthwoosh under these Terms, including those regarding modifications to these Terms, will be given by posting to the Platform or Site and/or by email to the address associated with your account.
16.5. Attribution
Healthwoosh may identify you as a customer of the Platform and use your name and logo in online and offline promotional materials. You may request that we stop doing so by submitting an email to [Concierge@healthwoosh.com] at any time.
16.6. Force Majeure
Healthwoosh will not be liable for any failure or delay in performing its obligations under these Terms due to any cause beyond its reasonable control, including but not limited to acts of war, terrorism, natural disasters, strikes, labour disputes, governmental regulations, communications breakdown or directed IT attacks resulting in temporary shutdown of services, utility failures, or other force majeure events.
Note our business model enables you to enhance your services to reduce such events.
16.6 Right to Update
Healthwoosh reserves the right to update, modify, or amend these Terms and Conditions as required to reflect the evolution of our services. Any such updates, modifications, or amendments will be effective immediately upon posting on our website or upon notice to you via email or through the Platform. Your continued use of the Platform and our services following any such changes constitutes your acceptance of the new terms.
17. Default DPA (Data Processing Agreement:
In the event of no valid DPA in line with the Healthwoosh Business Model, please find our default universal DPA for your business. We can happily amend further should you need specific supports or other but this DPA applied by default until such time if you as Data Contoller opt for Healthwoosh Services and our basic terms without additional contracts or other.
18. Client Cooperation Clause:
The Client, Data Controller or Sub Processor agrees to act in good faith and provide timely and accurate information, approvals, and cooperation necessary for the delivery of services. Failure to do so may result in delays, additional charges, or suspension of services until such cooperation is restored.
19. Dispute Escalation Clause
In the event of persistent disputes, the parties agree to escalate the matter to senior leadership or a neutral mediator before resorting to arbitration or legal action. Mediation must be initiated within 30 days of notice by either party, with costs shared equally.
20. Termination for Hostile Conduct
Healthwoosh reserves the right to terminate or suspend services immediately if the Client engages in abusive, threatening, or unreasonable conduct towards Healthwoosh staff, or otherwise behaves in a manner detrimental to Healthwoosh’s business operations or reputation.
21. Unforeseen Cost Clause
If Healthwoosh incurs unforeseen costs directly attributable to the Client’s actions or omissions, including but not limited to excessive administrative burdens, the Client agrees to reimburse such costs upon receiving an itemized invoice.
22. Non-Renewal Clause
Healthwoosh reserves the right to decline renewal of services at its sole discretion if it determines that continued engagement is not commercially viable or in alignment with its business interests. Notice of non-renewal will be provided 30 days prior to the renewal date.
23. Unilateral Adjustments Clause
Healthwoosh may adjust operational terms, support structures, or service offerings as necessary to maintain business efficiency or compliance with evolving legal, technological, or market conditions. Adjustments will be communicated with a minimum of 30 days’ notice, and continued use of services constitutes acceptance.
24. Client, Data Controller and Sub Processor Accountability Clause
The Client assumes full responsibility for ensuring their systems, workflows, and integrations comply with Healthwoosh’s guidelines and recommendations. Healthwoosh will not be held liable for performance issues or non-compliance arising from deviations, delays, or negligence on the Client’s part.
25. Force Majeure Extension
In addition to standard force majeure events, Healthwoosh shall not be held liable for delays or failures caused by client-specific issues, including delayed approvals, unavailability of client personnel, or failure to provide required information or resources.
26. Final Authority Clause
In the event of ambiguity or conflict between agreements, Healthwoosh reserves the right to interpret and apply its standard terms and conditions, which shall prevail unless otherwise explicitly agreed in writing by both parties.
27. Innovation and Evolving Ecosystem Acknowledgment:
The Data Controller acknowledges that by procuring services from Healthwoosh, they become an integral part of the Healthwoosh ecosystem. As such, it is the Data Controller's responsibility to ensure they thoroughly evaluate all agreements and services before procurement and maintain consciousness of their obligations under these agreements. This includes the onus to avail of Healthwoosh’s business scaling plan options when advised, ensuring optimal functionality, compliance, and security.
Healthwoosh will make every effort to address valid concerns raised by the Data Controller via a documented change request process, provided such changes align with the broader benefit of the ecosystem and operational feasibility. The Data Controller further acknowledges their responsibility to provide the necessary time, resources, and collaboration required by Healthwoosh to implement agreed enhancements or amendments.
Customizations or endpoint upgrades requested by the Data Controller must follow the documented Change Request (CR) process, with associated costs detailed via Purchase Orders (POs). These requests are outside the scope of standard services and must align with Healthwoosh’s operational guidelines.
Should any gaps or ambiguities arise, you agree to collaborate with Healthwoosh in good faith to amend or evolve the terms and services in a manner that reflects mutual interests and aligns with industry standards.
Healthwoosh retains the right to reject requests that fundamentally alter the business model or impose disproportionate operational burdens without mutual agreement.”
Welcome to Healthwoosh (Quantum Touch Limited), which empowers users to create, distribute, and manage their own websites, mobile applications, AI services, and more. Healthwoosh also provides an open ecosystem where third parties and pharmacies can register to obtain our services.
Healthwoosh operates as a platform provider. As part of using this service, Data Controllers are required to obtain adequate insurance to cover risks associated with their operations, including Cyber Liability and Professional Indemnity Insurance.
Healthwoosh provides hosting for client databases and applications as part of its platform. However, should your traffic or data levels exceed thresholds typical for initial use (as determined by Healthwoosh in consultation with the client), Healthwoosh may require the Data Controller to transition their database and application hosting in-house or to a third-party infrastructure provider of their choice. This transition ensures optimal control, scalability, and security, in alignment with industry best practices for SaaS platforms. As part of our Software As A Service (SaaS) services, you will be required to comply with this scaling plan when advised for optimal security and data control interfacing through Healthwoosh services as Data Controller you bear all responsibility and obligation for implementing these facilities in time.
These services include the Healthwoosh App Platform, Healthwoosh Services, and Healthwoosh Playground for supporting further integration of controllers and other third parties.
Data Controllers may also integrate services more directly through our self-management portals for Content, API integrations, with option to manage your own terms and policies with your intended users.
Below are our “Terms and Conditions.” For ease of understanding, we have included brief summaries of each section. However, these summaries are provided for convenience only and are not legally binding. The full text of each section constitutes the legally binding terms.
Section 1: Introduction
1.1. Purpose
These Terms are a legal contract between you and Healthwoosh (Quantum Touch Limited). You must be at least 18 years old to use our Platform. By using our Platform, you agree to be bound by these Terms. The Terms may be updated occasionally, and your continued use of the Platform signifies acceptance of the changes.
1.2. Scope
These Terms and Conditions (the “Terms”) are a legal agreement between you (“Licensee” or “you” and its derivatives) and Healthwoosh (Quantum Touch Limited) (“Healthwoosh” or “we” and its derivatives). These Terms govern your use of Healthwoosh’s website at [Insert URL] (the “Site”) and your access to and use of our drag-and-drop application building, hosting, and management platform (the “Platform”), Healthwoosh Services, and Healthwoosh Playground. Except where specifically noted below, all references to Healthwoosh services include all bare services offered through self-management interfaces to maintain and self-manage your services directly of via your nominated third party. Any additional support from Healthwoosh can be contracted separately on case-by-case basis.
1.3. Business Model and Understandings
Healthwoosh provides a self-service model with access to additional support on request, quoted separately. Our ecosystem is designed to work similarly to platforms like Shopify, Magento, and OpenAI Playground, where users can integrate third-party apps and services. All users must understand that they are responsible for evolving their services, requesting upgrades, and managing their data within this ecosystem and any third parties that make up their offerings as Data Controller at all times. Healthwoosh provides tools and services you can utilise to create new services, experiences and workflows contributing more than the sum of their parts to your company/Data Controller and a clear understanding of this model is required. Any inability to understand, manage or address issues, relies with you in the creation and design of any service and interoperable parts. We are happy to provide guidance but your Legal, DPO or Superintendents or other resources should be used if you are unsure about any aspect of the model.
For example, you could choose to build an App, link to a portal you build or other endpoint you prefer, decide on transfer mechanism, set up up and allow workflows to the standard you require.
While some services can be built to specification as turnkey, you will need to constantly evaluate your services annually at minimum to address any evolving landscape regulations, upgrades to enhance security as with any and all self manage product platforms.
Healthwoosh does not assume any role or responsibility for the Data Contoller as per standard in our business services. The only time this may apply is if Healthwoosh were to create a direct to market service of it’s own to act as a Controller and Processor for its own B2C propositions- which are out of scope of terms as private to Healthwoosh in such cases.
1.4. Eligibility
TO USE THE PLATFORM YOU MUST BE 18 OR OLDER (or the age of majority in the jurisdiction from which you are accessing the Platform).
By accessing or using the Platform, you represent and warrant that you have the legal right to do so, meet the age requirements in this section, and have the power to enter into a binding contract with us – either for yourself or on behalf of the entity on whose behalf you are using the Platform. YOU ARE REQUIRED TO AFFIRMATIVELY ACCEPT THESE TERMS WHEN INITIALLY SIGNING UP TO ACCESS THE PLATFORM or ACCEPTING AND PAYING INVOICES FOR SERVICES IF INSTRUCTION OF WHERE TO FIND TERMS REFERENCED WITHIN.
1.5. Third-Party Services
These Terms do not apply to any third-party websites, services, and applications (“Third Party Services” or “Sub-Processor” or variants therein) that you may access through the Platform, such as payment processors, messaging applications, or others.
We are not responsible for the content or practices of Third Party Services and provide links to Third Party Services only for the convenience of our users. It is your responsibility to ensure that if you ask us to connect any third-party service or do so yourself, that you get your own assurances, agreements, sla’s or other with that party. Any party that your business uses to integrate with any of our products, you:
(i) acknowledge you are responsible for their compliance with applicable data protection laws and that they are compliant;
(ii) have their consent to integrate such service; and
(iii) are responsible for any liabilities related to the same. Additionally, we are not responsible for any content you may publish on your service or interactions or human errors caused on your part.
1.6. Dispute Resolution
Section 14 of these terms requires the use of arbitration on an individual basis to resolve disputes arising out of these terms, rather than jury trials or class actions, and also limits the remedies available to you if there is such a dispute if participating with Healthwoosh, Healthwoosh Playground, to match out business model, transparent responsibilities, obligations and risks with onus at all times on Data Controller for the direction and design of their services and workflows.
In the event of a dispute involving data or platform functionality, the Data Controller and any third-party hosting providers must demonstrate compliance with Healthwoosh’s guidelines and annual audit requirements before initiating formal proceedings.
Disputes will be resolved by Non-binding arbitration administered by the Irish Arbitration Association under its Commercial Arbitration Rules in Dublin, Ireland, or other agreed jurisdictions if mutually consented by all parties.
1.7. Changes to Terms
We may change these Terms at any time. When we do so, we will make a new copy of the Terms available on this page and will also inform you through the administration panel of the Platform as applicable. Any changes to the Terms will be effective immediately for new users and five (5) days after notice of such changes is posted on the Site for existing users.
1.8. Contact Information
You may contact us using the contact form on our website here with any questions you have about these Terms, the Platform, or our other services.
1.9. Healthwoosh Interpretation and Amendments
At all times, the terms are defined and amended solely by Healthwoosh. The applied interpretations and definitions of these terms are managed by Healthwoosh as the guardian of its services and enablers it shares to Data Controller and or their processors and sub processors. Healthwoosh only offers services on this basis. All interpretations are to favour the growth and support of this business model.
1.10. Mandatory DPA
The Healthwoosh Data Processing Agreement (DPA) is mandatory and incorporated by reference into these Terms. If no other DPA is forthcoming from the Data Controller, the default Healthwoosh DPA shall apply. Any additional DPAs must be reasonable, suitable to the Healthwoosh Business Model, and agreed upon in separate contracts.
Section 2: Definitions
2.1. Data Controller: The entity that determines the purposes and means of processing personal data. In this context, users of the Healthwoosh Platform who create and manage their own applications and services are Data Controllers.
2.2. Data Processor: The entity that processes data on behalf of the Data Controller.
Healthwoosh acts as a Data Processor when it processes data according to the instructions of Data Controllers. Healthwoosh can provide a list of its sub processors to Business Controllers on its services on request.
Other entities may act as a Data Processor e.g. if you connect a third party system like an EPOS, dispensary system or other. In such regard those processors remain the data controllers obligation to have direct separate agreements directly.
2.3. Third Parties or Sub-Processor: Any processor engaged by a Data Processor to assist in processing data on behalf of the Data Controller. Data Controllers must ensure that any Sub-Processors they engage comply with all terms, policies, and applicable data protection laws. Healthwoosh has a list of its own sub-processors available on request. Data Controller may also integrate its own Sub-Processors which Healthwoosh is not responsible for and requires data controller to have its own direct agreements with each in each case.
2.4. Healthwoosh Playground: A development environment provided by Healthwoosh for users to create, test, and integrate applications and services with the Healthwoosh ecosystem.
2.5. Healthwoosh Services: Any services provided by Healthwoosh, including the App Platform, Healthwoosh Services, and Healthwoosh Playground.
Section 3: Platform License
You can use the Platform to build and host an application, site or or other services that you make available to others e.g. a Mobile App integrated to any end point, database of your choosing.
Any other use of the Platform or attempt to copy or damage the Platform is prohibited and we may suspend or terminate your account in such event. You may pay an additional fee to access additional features that expand the functionality of the Platform or Healthwoosh Sites.
As the designer and Data Controller of their services, users/data contollers are ultimately responsible for defining data workflows and endpoint integrations to systems such as EPOS, PMR, internal or external databases, APIs, or other services. Data Contollers are responsible for maintaining, managing, and upgrading these endpoints as required and determining how data is stored and managed within their service design and how opt in management terms and conditions are relayed to the market subscribers they launch such services built to. This obligation on the data contoller is paramount and needs to be understood using our services.
3.1. License: Subject to these Terms, Healthwoosh grants you a non-exclusive, non-transferable, non-sublicensable, limited, and revocable license to:
(i) access and use the functionality of the Platform to build, host, and manage websites, services, and other Internet-based solutions (collectively a “Healthwoosh Site”) that may be made available to members of the general public (each such individual accessing a Healthwoosh Site an “End User”). The license granted in this Section includes the right to access, use, and make a reasonable number of copies of any written descriptions of the functionality, technical requirements, or use of the Platform (collectively “Documentation”), and
(ii) use any changes to the Platform made available to all Healthwoosh clients at no additional cost (each an “Update”) when each Update is made available. Updates are applied automatically to the Platform. We reserve the right to take the platform offline at any time to make any necessary updates and will endeavor to make such updates as fast as reasonably possible.
3.2. Restrictions: Except as explicitly permitted in these Terms, you may not directly or indirectly:
(i) modify or create derivative works of the Platform;
(ii) decompile, reverse engineer, or translate any portion of the Platform into human-readable form (except to the extent expressly allowed by applicable law);
(iii) rent, lease, share, distribute, or sell the Platform or services to any third party (without our written consent), including on a service bureau or similar basis;
(iv) remove, alter, or deface proprietary notices or marks in the Platform or Documentation;
(v) disclose the results of testing or benchmarking of the Platform;
(vi) circumvent or disable the Platform’s security, copyright protection, or license management mechanisms;
(vii) interfere with the Platform’s operation;
(viii) use the Platform to violate the law or the rights of any third party; or
(ix) attempt to do any of the foregoing. Healthwoosh may take any actions it deems reasonable, including denying access to Users, suspending a Healthwoosh Site, or terminating your Subscription (as defined in Section 9(a)) for any breach of this Section.
3.3. Additional Features:
An “Add-On” is an optional Platform feature available for an additional fee. Add-Ons are not required for the proper functioning of the Platform, may be subject to additional terms, and may be added to an existing subscription to the Platform. Add-Ons may include integrations to Third Party Services. Where Add-Ons have additional terms, you must accept such additional terms prior to accessing the Add-On.
Section 4: Use of the Platform
You must create an account to access the Platform’s application creation features. You are responsible for keeping your account credentials secure, for all acts that occur under your account, and for the acts of anyone who accesses the Platform on your behalf. You may use the Platform to create applications for your customers. You cannot use the Platform for illegal purposes, to post pornography or hateful content, harass others, or engage in any other activity that is prohibited by our Acceptable Use Policy.
4.1. Accounts
To access the Platform’s app creation and management tools, you must create an account (an “Account”). Accounts are created by either sign up on our platform, or accepting invoice and running services with Healthwoosh, or via specific enhanced contracts. Every individual with such access is a “Direct User” (as opposed to End Users who are visitors to our or your services), and unless the circumstance clearly indicates otherwise, all references to “you” in this Agreement apply to Direct Users. When you create or update an Account, you must provide information that lets us contact you and (if you are signing up for a paid Subscription or access to the Healthwoosh payment partner as described in Section 6) process payments through our third-party payment processor. All personal information that we collect in relation to your Account is subject to our Privacy Policy; information collected by the payment processor is subject to their equivalent policy. You agree to keep all Account information accurate, current, and complete for so long as you are using the Platform.
If you design, operate, or maintain Healthwoosh Sites for third parties on a commercial basis, you may create an Account under our Agency Subscription Plan (an “Agency Account”). When operating an Agency Account:
you may not use it to create your own Healthwoosh Sites, Apps or other services;
the restriction set forth in Section 3.2(iii) does not apply to work you perform for your customers; and
once you create a Healthwoosh Service or wish to integrate your own, your customer must establish their own account with us at the proper Subscription level prior to making it available to End Users. Please contact us directly at concierge@healthwoosh.com if you wish to operate as an agency to agree on commercials related to the Agency Account.
4.2. Security
Each Direct User must establish login credentials to access the Platform and is responsible for maintaining the confidentiality of such credentials. You must immediately inform Healthwoosh of any suspected unauthorized use of the Platform. Healthwoosh cannot and will not be liable for any loss or damage arising from a failure to safeguard Account credentials or unauthorized use of such credentials. Security for same rests with you the user.
4.3. Acceptable Use
In addition to the restrictions set forth in Section 3.2, you and your Direct Users may not use the Platform in any way that does not comply with Healthwoosh’s Acceptable Use Policy, which is incorporated into these Terms by reference ([Insert Acceptable Use Policy URL]).
Section 5: Healthwoosh Obligations
We strive to keep the Platform available 24/7/365 but may suspend access for maintenance or to protect it from attacks or other threats. We protect the Platform with robust physical, network, and data security measures. Online support for the Platform is available at [Insert URL] and paid users have access to email support.
5.1. Availability
Healthwoosh will use commercially reasonable efforts to make the Platform available at all times except for scheduled downtime and any unavailability caused by events beyond our reasonable control, such as fires, natural disasters, government actions, civil unrest, Internet service provider failures or delays, cessation of services by any sub processors or third parties, or denial of service attacks that would not be stopped by the use of standard security measures or if becomes necessary to protect the network, data controllers and data. This does not substitute the Data Controllers responsibility to protect their services, data and to disable services in event of such issues thought he self-management interfaces provided by Healthwoosh or by the controller also having the obligation to coordinate via the third party service to take action to protect its data.
5.2. Security
Healthwoosh will employ industry-standard technical, logical, and physical security measures and practices for the Platform and any Healthwoosh systems on which Direct User Content (as defined in Section 6(a)) is stored or processed, designed to preserve the security and integrity of, and prevent unauthorized access to, the Platform, Healthwoosh Sites, and Direct User Content. Healthwoosh will also implement AI-driven security analytics to identify and respond to threats in real-time and maintain a comprehensive incident response plan detailing steps for breach management and mitigation. A dedicated security team will monitor and enhance security measures continuously.
5.3. Support
Healthwoosh will provide all Updates to the Platform and any Add-Ons applicable to your Account as and when they become available. Online documentation, community forums, manuals, and interactive training materials will be made available over time on our website. In addition, Direct Users with paid Subscriptions have access to email support at [Concierge@healthwoosh.com]. Before emailing support, we strongly recommend you check the various help and support pages on our website. Support personnel respond to all emails during normal business hours (Weekdays from 9 AM-7 PM GMT), provided that requests received from Dedicated Users, as well as “Team” and “Production” Subscription Direct Users, take priority over other requests.
Section 6: Healthwoosh Sites and Direct User Content
You are responsible for all content and operation of any Healthwoosh Site you build, including the actions of any individual who accesses or uses your site. You must include terms that are at least as protective of Healthwoosh as these Terms on your site. We can remove any content on the Platform or a Healthwoosh Site that violates these Terms.
6.1. General
You are responsible for all text, images, photographs, or other materials provided or uploaded by you or Direct Users associated with your Account to the Platform or Site (“Direct User Content”). Direct User Content includes all content of Healthwoosh Sites, the design and workflow of a Healthwoosh Site, all data generated by or submitted to a Healthwoosh Site (including information relating to End Users), any templates or add-ons you make available through the Healthwoosh platform or services, and any comments, reviews, responses, or other information posted in any user forums or the equivalent. As between you and Healthwoosh, you agree that you are solely responsible for all content, operation, and management of any Healthwoosh Site or other Direct User Content to which you have access (including if such Direct User Content was produced by others operating on your behalf, such as where multiple Direct Users have access to a single Healthwoosh Site), and you agree to indemnify Healthwoosh for any claims, damages, costs, and liabilities arising from such Healthwoosh Site or content. This is regardless if you hire Healthwoosh to build a service to your specification or preference, as you, the licensee, are the data controller and responsible for all data and structure of service and sign-off of service prior to going live. For each piece of Direct User Content that you submit, you represent and warrant that:
You have the right to submit the Direct User Content to the Platform and grant the licenses set forth in this Section;
If payment is required to any third party for the display of such Direct User Content that is licensed, you are solely responsible for all such payments and will indemnify Healthwoosh for any third-party seeking license or other payments related to Direct User Content from Healthwoosh;
The Direct User Content does not infringe, violate, or misappropriate any third party’s rights, including any copyrights, trademarks, or other intellectual property rights, and privacy rights; and
The Direct User Content complies with these Terms, the Acceptable Use Policy, and all applicable laws.
6.2. End User Content and Healthwoosh Site Terms
If End Users are allowed to post content on a Healthwoosh service, such content will be deemed Direct User Content of the Direct User(s) who own the Account(s) associated with such Healthwoosh Service. Each Healthwoosh Site must include terms of use that are at least as protective of Healthwoosh and grant the controller of the Healthwoosh Site the same rights with respect to removal and treatment of End User content that Healthwoosh has with respect to Direct User Content set forth in these Terms, including Sections 3.2, 4.3, 6.3, 6.5, 7.4, and 16. In short, you must create the terms of service available to end users for your service and create your own privacy policy.
6.3. Review and Removal of Content
Healthwoosh is not required to review Direct User Content but may determine in our sole discretion that certain Direct User Content violates these Terms. We may remove such content, suspend your Account, suspend access to the applicable Healthwoosh Site, or take any other steps that we deem appropriate in such a case. Where applicable, Healthwoosh may still collect subscription fees from suspended accounts. Healthwoosh does not guarantee the accuracy, reliability, or quality of Direct User Content. You acknowledge that by using the Platform or Healthwoosh Platform, or by visiting a Healthwoosh Site, you may be exposed to content that you may consider offensive, indecent, or objectionable. If you believe that any content on the Platform infringes a third party copyright, trademark, or other intellectual property right, you may report the infringement as set forth in Section 16.
6.4. License to Healthwoosh
By posting, displaying, sharing, or distributing Direct User Content on or through the Platform, you grant Healthwoosh, its affiliates, and any applicable Third Party Services a nonexclusive license to use such Direct User Content during the Term (as defined in Section 12) solely for the purpose of operating the Platform and providing related services. Healthwoosh is acquiring no rights in the Direct User Content except for the limited license set forth above.
6.5. Compliance and Preservation
Healthwoosh may access, preserve, and disclose Account information and/or Direct User Content if Healthwoosh is required to do so by applicable law or if we believe in good faith that such access, preservation, or disclosure is reasonably necessary to:
Comply with legal process;
Enforce these Terms;
Respond to claims that any Direct User Content violates the rights of third parties, including pursuant to Section 16;
Respond to your requests for customer service; or
Protect the rights, property, or personal safety of the Platform, Healthwoosh, our employees, directors, or officers, partners, and agents, or members of the public.
6.6. Ownership Disputes
Sometimes ownership of an Account or Healthwoosh Site is disputed between parties, such as a business and its employees, or a web designer and a client. We try not to get involved in these disputes. However, we reserve the right at any time and in our sole discretion and without notice to you to determine rightful Account or Healthwoosh Site ownership and to transfer an Account or Healthwoosh Site to such owner. Our decision in that respect is final. If we feel that we can’t reasonably determine the rightful owner, we reserve the right to suspend an Account or Healthwoosh Site until the disputing parties reach a resolution. We also may request documentation, such as a government-issued photo ID, credit card invoice, or business license to help determine the rightful owner.
Section 7: Healthwoosh Platform
You buy or sell (license, really) templates and plugins for use with Healthwoosh services. Healthwoosh provides its services to you to facilitate your users but is not responsible for transactions between the user and your business or with third parties. We do not warrant any transactions, commercials you set with your users, or losses related.
7.1. General
The “Healthwoosh Platform” lets Direct Users buy (a “Buyer”) and sell (a “Seller”) templates and plugins for use with the Platform (“User Components”). User Components are Direct User Content and subject to all applicable restrictions in Section 6 except as explicitly set forth in this Section. Sellers may not use Healthwoosh Marks in or in connection with the marketing of User Components and may not otherwise suggest that they are associated with or endorsed by Healthwoosh. Buyers and Sellers in the Healthwoosh Platform contract directly with each other. Healthwoosh will not be a party to any contracts between Buyers and Sellers. Healthwoosh may, in certain cases, facilitate these contracts by supplying a medium for the exchange of money. Payment will be processed at the end of a completed transaction. All payments will be made through a Third Party Service payment provider from our compatible list or one you may provide, and as such we have no liability or responsibility for their operations.
7.2. Submission and Review
Direct Users who have created a User Component are invited to submit it using the “Submit” or similar data submission button in the Healthwoosh Platform or services and completely and accurately filling out all requested information. By submitting a User Component, Seller:
Represents that it is compliant with the Platform; and
Makes all the representations and warranties set forth in Section 6.1 with respect to such User Component. Healthwoosh will review the submission and may refuse it for any reason whatsoever, including incompatibility with the Platform or inappropriate content.
7.3. Removal
Healthwoosh reserves the right at any time and for any reason to remove a User Component from the Healthwoosh Platform, even if it was previously approved and even if the removal of such User Component materially diminishes the functionality of Healthwoosh Sites using such User Component. Healthwoosh will take commercially reasonable steps to work with the Seller to mitigate the effect of such removal but is not responsible for any claims by End Users or third parties relating to such removal.
Data Contollers also have right to request data deletion as required for various services. Onus rests with the Data Controller to manage this through any self-management interfaces provided or to request support proactively to Healthwoosh. Data Controller can additionally manage comms and service availability directly and additionally seek support if any issue. All onus rests with the Data Controller in all regards.
7.4. Disclaimer
HEALTHWOOSH MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE CONTENT, FUNCTIONALITY, APPROPRIATENESS, MERCHANTABILITY, OR OTHERWISE OF ANY USER COMPONENT AND DISCLAIMS ALL LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THE USE OF USER COMPONENTS.
7.5. Payments
All payments made to Healthwoosh are non-refundable. All setup fee payments fall due prior to project start and build. Payments can be made by credit card or invoice model. It is your responsibility as a licensee to ensure all payments are made on time to assure any launch dates to be mutually agreed. Additionally, monthly fees or annual fees must be paid in advance. Healthwoosh reserves the right to place any service in excess of 30 days late payment on pause, and in excess of 90 days service may be deactivated at the discretion of Healthwoosh.
Late payments will accrue interest at the statutory rate per the European Communities (Late Payment in Commercial Transactions) Regulations 2012, unless otherwise agreed in writing.
Payments and obligations related to different product lines must remain separate. Cross-application of funds or terms between product lines is not permitted unless expressly agreed upon in writing.
Subscription rates are subject to annual adjustment based on inflation, administrative costs, or other relevant factors or enhanced service levels, with notice provided at least 30 days in advance
7.6. Discretionary Refunds
Healthwoosh has no obligation to provide refunds or credits but may grant them in extenuating circumstances as a result of specific refund guarantee promotions or to correct any errors made by Healthwoosh in each case in Healthwoosh’s sole discretion. If any refund is offered at discretion, it does not set a precedent for future services provision, as this will always be on a discretion basis given terms in general are payments are non-refundable.
7.7. Exclusivity
No exclusivity is offered by Healthwoosh – our services are available to all.
7.8. Payment Plan
Depending on the Healthwoosh services you select or procure from Healthwoosh, the plan you have with Healthwoosh will further dictate the price, payment terms, and consequences of non-payment. Payment plans can be subject to change by Healthwoosh with 30 days’ notice at any time.
Section 8: Ownership
We own the Platform and all information about its use that does not allow for the identification of individuals. You own your content. We may use any feedback you provide about the Platform or Healthwoosh without compensating you.
8.1. Platform
Aside from the limited license granted to you in Section 3.1, Healthwoosh retains all right, title, and interest in and to the Platform, Services, Documentation, and all Updates. The Licensee shall not acquire any proprietary right or title to or interest in: any reproductions, enhancements, and/or modifications to the Proposed Service, Intellectual Property, technologies, know-how, trade secrets, or the Deliverables made by Healthwoosh or its subprocessors or third parties. No right of entitlement in any regard applies. The Licensee only retains ownership of their data and content.
8.2. Direct User Content
Except for the limited licenses granted to Healthwoosh in Sections 6.4, 7.4, and 7.7, as between the parties, you retain all right, title, and interest in and to your Direct User Content. For the avoidance of doubt, you may re-use any Direct User Content or adapt Healthwoosh Site workflows, services, and design on other web platforms or media without restriction if you are allowed to do so per options on your selected payment plan.
8.3. Usage Information
Healthwoosh owns all data regarding installation, registration, and use of the Platform and related to Platform performance, including response times, load averages, usage statistics, and activity logs (collectively “Usage Information”). Usage Information includes information about Healthwoosh Sites and User Components incorporated into Healthwoosh Sites. Usage Information does not include any personally identifiable information or End User Information but may include aggregated information derived from Direct User Content. Usage Information is used to contribute to analytical models used by Healthwoosh to monitor and improve the Platform and to perform Healthwoosh’s obligations under this Agreement.
8.4. Marks
You and Healthwoosh each retain all right, title, and interest in and to their respective trademarks, service marks, logos, names, branding, and equivalent identifiers (“Marks”). You grant Healthwoosh a limited, non-exclusive, non-transferable, sublicensable right to use your Marks on the Platform and as otherwise required to fulfill its obligations hereunder and for attribution as set forth in Section 16(e) consistent with your standard guidelines regarding the use of the Marks. Except for the reproduction of Healthwoosh Marks as permitted herein (i.e., promotion of the Healthwoosh Platform on your site), you may not use Healthwoosh Marks for any purposes, including in a way that suggests you are or endorsed by or associated with Healthwoosh in anything other than a customer relationship or in connection with the marketing of your Healthwoosh Sites or other services related to Healthwoosh. All permitted use of a party’s Marks hereunder will inure to the benefit of the owning party.
8.5. Feedback
Any feedback, comments, or suggestions you may provide regarding us, the Platform, or other services we offer (“Feedback”) is entirely voluntary, and you hereby grant Healthwoosh a perpetual, irrevocable, and royalty-free right and license to use all Feedback in any lawful manner whatsoever without any obligation to you.
Section 9: Third-Party Material
We may make content or services provided by third parties available through the Platform as a convenience to our users. We are not responsible for their content or services and recommend that you review their terms before using it.
9.1. Third Party Services
You are responsible for complying with the terms of use of all Third Party Services applicable to your use of the Platform. Healthwoosh is not responsible for the performance of Third Party Services. Healthwoosh will maintain compatibility of the Platform with Third Party Services accessed via the standard features of the Platform or Add-Ons as part of the support services set forth in Section 5.3.
9.2. Third Party Content
Healthwoosh may make content from third parties, including data provided by Third Party Services (“Third Party Content”), available via the Platform. Healthwoosh is not responsible for the accuracy or completeness of Third Party Content. If Healthwoosh is required to remove Third Party Content or is notified that certain Third Party Content may violate applicable law or third party rights, Healthwoosh may remove such Third Party Content without notice.
9.3. Open Source Software
Certain items of code provided with or accessed via the Platform are subject to “open source” or “free software” licenses (“OSS”). OSS is not subject to these Terms except for this Section 9.3 and Section 13. Instead, each item of OSS is licensed under the terms of the license that accompanies such OSS.
Section 10: Subscription and Payment
You must pay fees to use certain features of the Platform. We may change these fees from time to time, but we will notify you before we do. Your continued use of the Platform after the change becomes effective constitutes your agreement to pay the changed amount.
10.1. Subscription
To access certain features of the Platform, you must have a valid subscription (“Subscription”). Your Subscription will automatically renew at the end of each billing cycle unless you cancel it in accordance with these Terms. You will be charged the applicable Subscription fee (the “Subscription Fee”) at the beginning of each billing cycle.
10.2. Payment
You must provide a valid payment method to pay for your Subscription. You authorize us to charge your payment method for the Subscription Fee and any applicable taxes. If we cannot charge your payment method, we may suspend or terminate your access to the Platform until you provide a valid payment method. If you fail to pay the Subscription Fee or any other amounts due under these Terms, we may charge interest on the overdue amounts at the rate of 1.5% per month or the highest rate permitted by law, whichever is lower.
10.3. Changes to Subscription Fees
We may change the Subscription Fee at any time, but we will notify you of any changes at least thirty (30) days in advance. If you do not agree to the new Subscription Fee, you may cancel your Subscription before the new Subscription Fee becomes effective. Your continued use of the Platform after the new Subscription Fee becomes effective constitutes your agreement to pay the new Subscription Fee.
10.4. Taxes
All fees are exclusive of taxes, levies, or duties imposed by taxing authorities. You are responsible for paying all such taxes, levies, or duties associated with your purchases under these Terms, excluding only taxes based on our income.
10.5. Refund Policy
Except as required by law, all fees are non-refundable. We may grant refunds or credits in our sole discretion in extenuating circumstances.
Section 11: Confidential Information
We will each keep the other’s sensitive information safe and only use it as necessary.
11.1. General: “Confidential Information” means non-public or proprietary information in any form disclosed by or on behalf of either party that (i) is marked or identified as “confidential” or with a similar designation or (ii) by its nature or the circumstances of its disclosure ought reasonably to be treated as confidential. The Platform, Documentation, and Usage Information is Healthwoosh Confidential Information. Each party may have access to the other party’s Confidential Information as a result of this Agreement. Confidential Information is the sole property of the disclosing party.
11.2. Use: Each party will:
(i) only use Confidential Information to fulfill its obligations hereunder and/or as contemplated by these Terms and the Privacy Policy;
(ii) only provide access to Confidential Information on an “as-needed” basis to its personnel, agents, and/or consultants who are bound by obligations materially similar to this Section 11.2; and
(iii) maintain Confidential Information using methods at least as protective as it uses to protect its own information of a similar nature but in no event with less than a reasonable degree of care.
11.3. Exceptions: Confidential Information does not include information that is:
(i) publicly available when disclosed or becomes publicly available without fault of the recipient after disclosure;
(ii) rightfully learned by recipient from entities not bound to keep such information confidential;
(iii) independently developed by recipient; or
(iv) approved for unrestricted disclosure by the disclosing party. In addition, a recipient may disclose the other party’s Confidential Information as required by court order or applicable law (provided that to the extent legally permissible, the recipient promptly notifies the other party of such requirement and cooperates with the other party’s reasonable efforts to prevent or limit the scope of such disclosure at the other party's expense).
Section 12: Term and Termination
You may terminate these Terms at any time by cancelling your subscription and stopping the use of the Platform. We may terminate them for your breach, including failure to pay.
12.1. Term
These Terms will remain in effect for so long as you access the Site or use the Platform (the “Term”).
12.2. Termination by Healthwoosh
If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of these Terms, or if we are required to do so by law (e.g., where the provision of the Platform becomes unlawful), we may immediately and without notice suspend or terminate your Account if you do not reply and rectify within 30 days' notice and 60 days' late notice warnings. We will not be liable to you or any third party for any such termination.
12.3. Termination by You
Subscriptions may be canceled at any time provided you are not within any minimum commitment period per your price plan and commercial arrangements with Healthwoosh.
12.4. Effect of Termination
Upon expiration or termination of this Agreement for any reason, the rights and licenses granted under this Agreement will immediately terminate. Sections 8, 11, 12.4, and 13 through 16 will survive the termination or expiration of this Agreement for any reason.
Section 13: Disclaimer; Limitation of Liability; Indemnification
Liability under this agreement is limited to services provided directly by Healthwoosh per attached DPA at max of 20% of annual licence fees proviso client was not yet instructed to adopt to the complusory scaling plan to host their own data on premise. For clients who have transitioned hosting of their own in-house or to third-party providers, Healthwoosh disclaims all liability for database security, compliance, or performance following the migration date as at that time is removed from the data flow offering App peer to peer Client server encrypted protection and where client manages its data, hosting and security.
Healthwoosh is not liable for service disruptions arising from the Data Controller’s failure to implement recommended security measures, integration standards, or configurations as advised
13.1. Warranty
THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND. HEALTHWOOSH MAKES NO PROMISES, REPRESENTATIONS, OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. HEALTHWOOSH DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR WORK WITHOUT INTERRUPTIONS.
13.2. Limitation of Liability
EXCEPT IN THE CASE OF MISAPPROPRIATION OF INTELLECTUAL PROPERTY BREACH:
(i) IN NO EVENT WILL HEALTHWOOSH’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER €1,000 EURO OR 20% OF ANNUAL FEES FOR AFFECTED PRODUCT/SERVICE; AND
(ii) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Healthwoosh is not liable for service disruptions arising from the Data Controller’s failure to implement recommended security measures, integration standards, or configurations as advised
13.3. Indemnification
You will indemnify, defend, and hold Healthwoosh harmless from any claim, action, suit, or proceeding made or brought against Healthwoosh arising out of or related to:
(i) your breach of any term of this Agreement; or
(ii) Direct User Content.
Section 14: Claims of Copyright Infringement
If you believe that content on the Platform violates your copyright, please contact us at [Insert Contact Email] to report the violation. We respond to notices of alleged copyright infringement in accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable copyright laws.
14.1. Notice
To be effective, the notification must be in writing and contain the following information:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works;
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
(iv) Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
(v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate and under penalty of perjury that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
14.2. Counter-Notice
If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law to post and use the material in your content, you may send a counter-notice containing the following information to our copyright agent:
(i) Your physical or electronic signature;
(ii) Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
(iii) A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
(iv) Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in Ireland, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
14.3. Repeat Infringers
It is our policy to terminate the accounts of users that are determined to be repeat infringers.
14.4. Rights and Remedies
We may remove Direct User Content and other content on the Platform alleged to be infringing and terminate the right to use the Platform by any Direct User who infringes the intellectual property rights of another person or entity, in each case without prior notice and at our sole discretion.
Section 15: Dispute Resolution
We will try to resolve any disputes with you quickly and efficiently. If you are unhappy with the Platform or any other matter, please contact us as soon as possible. Disputes will be resolved by non-binding arbitration administered by the Irish Arbitration Association under its Commercial Arbitration Rules in Dublin, Ireland, or other agreed jurisdictions if mutually consented by all parties.
15.1. Governing Law
These Terms and any dispute arising out of or related to them will be governed by and construed in accordance with the laws of Ireland, without regard to its conflict of laws principles.
15.2. Dispute Categories and Processes
Category A: Disputes Between Data Controller and Healthwoosh
Informal Resolution: Before making any claim, you and Healthwoosh agree to try to resolve any disputes through good faith discussions. If a dispute is not resolved within 30 days after notice of a dispute is provided, either party may bring a formal proceeding.
Mediation: If informal resolution fails, disputes will be submitted to mediation within 30 days.
Arbitration: If mediation fails, disputes will be resolved by binding or non-binding arbitration as mutually agreed and administered by the Irish Arbitration Association under its Commercial Arbitration Rules in Dublin, Ireland at expense of the Controller.
Disputes will be resolved by non-binding arbitration administered by the Irish Arbitration Association under its Commercial Arbitration Rules in Dublin, Ireland, or other agreed jurisdictions if mutually consented by all parties.
Category B: Disputes Between other Data Processor’s and Healthwoosh
Informal Resolution: Before making any claim, you and Healthwoosh agree to try to resolve any disputes through good faith discussions. If a dispute is not resolved within 30 days after notice of a dispute is provided, either party may bring a formal proceeding.
• Mediation: If informal resolution fails, disputes will be submitted to mediation within 30 days.
• Arbitration: If mediation fails, disputes will be resolved by binding or non-binding arbitration as mutually agreed and administered by the Irish Arbitration Association under its Commercial Arbitration Rules in Dublin, Ireland.
Category C: Disputes Between other Data Processor’s and Data Controller
Direct Negotiation: The parties will attempt to resolve disputes through direct negotiation within 30 days. All final decisions on build approach, design, and workflows must be selected and approved by the Controller, who holds ultimate responsibility.
Mediation: If direct negotiation fails, disputes will be submitted to mandatory mediation facilitated by a third-party mediator within 30 days.
Arbitration: If mediation fails, disputes will be resolved by binding or non-binding arbitration as mutually agreed, with Healthwoosh not required to be involved unless required by law.
Provided Healthwoosh infrastructure is used as intended and correctly, all disputes should be managed directly between the Data Controller and their own data processor third parties.
Category D: Disputes Involving All Parties
Mediation: All involved parties will attempt to resolve disputes through mediation within 30 days.
Arbitration: If mediation fails, disputes will be resolved by non-binding arbitration administered by the Irish Arbitration Association under its Commercial Arbitration Rules in Dublin, Ireland.
15.3. Indemnification Clauses
Data Controllers and Sub processors agree to indemnify, defend, and hold Healthwoosh harmless from any claim, action, suit, or proceeding made or brought against Healthwoosh arising out of or related to:
Their breach of any term of this Agreement.
Their interactions and agreements with each other.
All final decisions on build approach, design, and workflows being selected and approved by the Controller.
15.4. Data Controller Responsibilities
As the Data Controller, you hold ultimate responsibility for the selection and approval of all build approaches, designs, and workflows. You are responsible for ensuring all upgrades and maintenance of your services are completed. If the issue is with Healthwoosh, where its tools were used correctly as instructed and not by a third party, the Controller must have ensured that all upgrades and maintenance have been performed.
15.5. No Additional Support
Healthwoosh provides no additional support for any user, processor, or controller if the proposition is out of license or support beyond its statutory minimum.
15.6. No Class Actions
You may only resolve disputes with us on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
15.7. Opt-Out
You have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms by sending us written notice of your decision to opt out to the contact address provided in these Terms.
15.8. Mediation Service
Introduce a mandatory mediation step before any legal proceedings can be initiated. If mediation fails, parties may address disputes legally between themselves, acknowledging the associated risks. Disputes will be resolved by non-binding arbitration administered by the Irish Arbitration Association under its Commercial Arbitration Rules in Dublin, Ireland, or other agreed jurisdictions if mutually consented by all parties.
16.1. Entire Agreement
These Terms, DPA and the Privacy Policy constitute the entire agreement between you and Healthwoosh regarding the use of the Platform and supersede all prior agreements and understandings, whether written or oral, between the parties regarding the subject matter hereof, bar exception to additional any terms that may be issued on invoices to facilitate any special rates, deals and understandings. Therein both terms per this website and terms per invoicing are paramount unless a new separate and individual agreement is formed.
16.2. Severability
If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will remain in full force and effect.
16.3. Assignment
You may not assign or transfer these Terms or any rights or obligations hereunder by operation of law or otherwise without Healthwoosh’s prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. Healthwoosh may assign or transfer these Terms in its sole discretion without restriction.
16.4. Notices
Any notices or other communications provided by Healthwoosh under these Terms, including those regarding modifications to these Terms, will be given by posting to the Platform or Site and/or by email to the address associated with your account.
16.5. Attribution
Healthwoosh may identify you as a customer of the Platform and use your name and logo in online and offline promotional materials. You may request that we stop doing so by submitting an email to [Concierge@healthwoosh.com] at any time.
16.6. Force Majeure
Healthwoosh will not be liable for any failure or delay in performing its obligations under these Terms due to any cause beyond its reasonable control, including but not limited to acts of war, terrorism, natural disasters, strikes, labour disputes, governmental regulations, communications breakdown or directed IT attacks resulting in temporary shutdown of services, utility failures, or other force majeure events.
Note our business model enables you to enhance your services to reduce such events.
16.6 Right to Update
Healthwoosh reserves the right to update, modify, or amend these Terms and Conditions as required to reflect the evolution of our services. Any such updates, modifications, or amendments will be effective immediately upon posting on our website or upon notice to you via email or through the Platform. Your continued use of the Platform and our services following any such changes constitutes your acceptance of the new terms.
17. Default DPA (Data Processing Agreement:
In the event of no valid DPA in line with the Healthwoosh Business Model, please find our default universal DPA for your business. We can happily amend further should you need specific supports or other but this DPA applied by default until such time if you as Data Contoller opt for Healthwoosh Services and our basic terms without additional contracts or other.
18. Client Cooperation Clause:
The Client, Data Controller or Sub Processor agrees to act in good faith and provide timely and accurate information, approvals, and cooperation necessary for the delivery of services. Failure to do so may result in delays, additional charges, or suspension of services until such cooperation is restored.
19. Dispute Escalation Clause
In the event of persistent disputes, the parties agree to escalate the matter to senior leadership or a neutral mediator before resorting to arbitration or legal action. Mediation must be initiated within 30 days of notice by either party, with costs shared equally.
20. Termination for Hostile Conduct
Healthwoosh reserves the right to terminate or suspend services immediately if the Client engages in abusive, threatening, or unreasonable conduct towards Healthwoosh staff, or otherwise behaves in a manner detrimental to Healthwoosh’s business operations or reputation.
21. Unforeseen Cost Clause
If Healthwoosh incurs unforeseen costs directly attributable to the Client’s actions or omissions, including but not limited to excessive administrative burdens, the Client agrees to reimburse such costs upon receiving an itemized invoice.
22. Non-Renewal Clause
Healthwoosh reserves the right to decline renewal of services at its sole discretion if it determines that continued engagement is not commercially viable or in alignment with its business interests. Notice of non-renewal will be provided 30 days prior to the renewal date.
23. Unilateral Adjustments Clause
Healthwoosh may adjust operational terms, support structures, or service offerings as necessary to maintain business efficiency or compliance with evolving legal, technological, or market conditions. Adjustments will be communicated with a minimum of 30 days’ notice, and continued use of services constitutes acceptance.
24. Client, Data Controller and Sub Processor Accountability Clause
The Client assumes full responsibility for ensuring their systems, workflows, and integrations comply with Healthwoosh’s guidelines and recommendations. Healthwoosh will not be held liable for performance issues or non-compliance arising from deviations, delays, or negligence on the Client’s part.
25. Force Majeure Extension
In addition to standard force majeure events, Healthwoosh shall not be held liable for delays or failures caused by client-specific issues, including delayed approvals, unavailability of client personnel, or failure to provide required information or resources.
26. Final Authority Clause
In the event of ambiguity or conflict between agreements, Healthwoosh reserves the right to interpret and apply its standard terms and conditions, which shall prevail unless otherwise explicitly agreed in writing by both parties.
27. Innovation and Evolving Ecosystem Acknowledgment:
The Data Controller acknowledges that by procuring services from Healthwoosh, they become an integral part of the Healthwoosh ecosystem. As such, it is the Data Controller's responsibility to ensure they thoroughly evaluate all agreements and services before procurement and maintain consciousness of their obligations under these agreements. This includes the onus to avail of Healthwoosh’s business scaling plan options when advised, ensuring optimal functionality, compliance, and security.
Healthwoosh will make every effort to address valid concerns raised by the Data Controller via a documented change request process, provided such changes align with the broader benefit of the ecosystem and operational feasibility. The Data Controller further acknowledges their responsibility to provide the necessary time, resources, and collaboration required by Healthwoosh to implement agreed enhancements or amendments.
Customizations or endpoint upgrades requested by the Data Controller must follow the documented Change Request (CR) process, with associated costs detailed via Purchase Orders (POs). These requests are outside the scope of standard services and must align with Healthwoosh’s operational guidelines.
Should any gaps or ambiguities arise, you agree to collaborate with Healthwoosh in good faith to amend or evolve the terms and services in a manner that reflects mutual interests and aligns with industry standards.
Healthwoosh retains the right to reject requests that fundamentally alter the business model or impose disproportionate operational burdens without mutual agreement.”
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