Terms and Conditions

1. INTRODUCTION

1. UpHill, S.A., with registered office at UBIMedical - Estrada Municipal 506, Covilhã, Portugal, registered at the Commercial Registry Office under the unique registration and corporate number 513 509 593 (hereinafter “UpHill”), provides services through the platforms: UpHill Simulate and UpHill Events (hereinafter the “Platforms”).
2. The Platforms make services available to UpHill’s clients (“Clients”) for the use of software designated as “UpHill Simulate” (hereinafter “Simulate”) and “UpHill Events” (hereinafter “Events”), both collectively referred to as the “Platforms”.
3. Simulate is a tool that allows Clients to analyze hypothetical and virtual metrics of clinical compliance supported by a simulator of virtual and electronic clinical records for clinical training, intended to be used by healthcare professionals or participants selected by educational institutions in the healthcare field, and it may also be used during events within the scope of the UpHill Events Platform.
4. Events is a tool made available to Clients so they may benefit from services that allow them to organize, manage, and formulate a plan for the execution of events (hereinafter “Events”), with a certain duration, intended for a specific audience depending on the type of Event defined by the Client. Events are published on the institutional page of each client in the format [client].up.events.
5. Clients of the Events platform use its services to organize and promote events related to human health and well-being topics, and they are responsible for managing each Event. In this sense, Clients are responsible for the content of the events, including all information relating to them, as well as defining the location, when applicable, the respective program, the registration price and;
6. The Client intends to access and use any of the Platforms as software as a service (hereinafter the “Services”), under the provisions of these Terms and Conditions. These Terms and Conditions establish the rules, rights, and obligations of the Parties in the context of the use of the UpHill Platforms and the software associated with them by the Client. Acceptance of these Terms and Conditions constitutes a legal agreement between the Client and UpHill.
7. These Terms and Conditions, as well as instructions, policies, and other information regarding the Services are available on the UpHill Platforms and are available exclusively in Portuguese and English, with the Portuguese version prevailing in the event of interpretative doubts.

2. Definitions and interpretation

3. Purpose and scope

1. These Terms and Conditions govern the provision by UpHill to the Client of the Services (including the availability of the Platforms and Software as a service (SaaS)).
2. The Services include technical support during Business Hours for clarification of Client questions regarding the use of the Platforms and for assistance with technical issues that may arise on the Platforms.
3. UpHill will use its best technical and human efforts to provide the Services described above with an average availability of 99%, without prejudice to the periods during which the Software will not be available due to: (i) Platform maintenance operations; (ii) Force Majeure events; (iii) service unavailability; (iv) situations involving network security or integrity; (v) suspected abnormal or fraudulent traffic; and (vi) suspected intrusion attempts into the network.

4. Use of the Platforms and documentation

1. UpHill hereby grants the Client a non-exclusive and non-transferable right to use the Simulate or Events Platforms and the Services associated with them during the validity of the contracted services.
2. The Client shall have Access Credentials and shall be responsible for their proper and correct use.
3. Users may register for Events through (i) the UpHill Platforms using their email and access password; or (ii) access credentials provided by the Clients to Users.

5. Assignment of contractual position and rights and obligations

1. The Client may not assign to third parties the right to use the Platforms, nor any right or obligation provided for in these Terms and Conditions.
2. UpHill may assign its contractual position without prior authorization from the Client, provided that it notifies the Client in writing of such assignment in accordance with the applicable law.

6. Consideration

1. The Client shall pay UpHill the agreed amounts for the licensing and use of the Simulate Platform.
2. The Client shall pay UpHill the agreed amounts for the licensing and use of the Events Platform.
3. However, the amounts may differ if the services indicated in sections 6.1 and 6.2 above are enjoyed as part of a service package made available by UpHill to Clients. In such a case, the financial conditions for obtaining the license are agreed separately in a specific document.
4. The amounts relating to the registration of Participants in Events are defined by the Client and are therefore their exclusive responsibility.
5. The amounts referred to in sections 6.1 to 6.3 above may be subject to change if the Services are modified, updated, or reconfigured, with UpHill undertaking to inform the Client of such update in the month preceding the one in which the update occurs.
6. Failure to pay any amounts due to UpHill under the Terms and Conditions on time shall grant UpHill the right to charge the Client default interest at the maximum legal rate in force.
7. If the Client fails to pay the amounts due to UpHill by their due date, UpHill will notify the Client in writing to make the payment within the period established in section 10.1 below. If that period expires without payment, UpHill shall have the right to suspend and/or terminate the provision of the Services and/or terminate the Terms and Conditions under the terms set out in section 10.1 below, and the Client shall pay UpHill all amounts due at that date plus the corresponding default interest calculated under the previous section.

7. Payment by participants in events

1. Payment of the registration fee by Participants in Events of UpHill Clients, when applicable, shall be carried out through the UpHill Platforms at the final stage of registration by selecting one of the available payment methods, through which an automated or manual confirmation of the payment may be carried out by the UpHill Client.
2. The UpHill Platform provides the following payment methods to Participants: Multibanco Reference, MB Way, Debit Card, Credit Card, Bank Transfer, and Cash, as well as the means for Events Clients to send Participants the invoices and receipts corresponding to the payments made by them.
3. Responsibility for payments, invoicing, issuing receipts, and refunds lies exclusively with the Events Clients.
4. UpHill subcontracts payment and invoicing services to third parties, namely the following entity: Lemonway.

8. Guarantees of Simulate and Events Clients

9. Term

1. The Services are valid for the period of time contracted by the Client to use the UpHill Platforms and shall begin on the date of acceptance (“Acceptance Date”) of these Terms and Conditions.
2. If the Parties do not terminate the contract on its expiry date, the Terms and Conditions shall automatically renew for successive periods equal to the contracted period, unless either Party objects to the renewal by written notice sent to the other Party at least 30 (thirty) days prior to the renewal date, through the Platforms if the objection is made by the Client, or, if the objection is made by UpHill, it will send the notification of objection to the email address provided by the Client.

10. Termination and suspension of the Terms and Conditions

1. Without prejudice to any other rights or remedies to which the Parties may be entitled, either Party may terminate the Terms and Conditions if the other Party breaches any of the provisions of the Terms and Conditions (“defaulting party”) and, if such breach is capable of remedy, fails to restore contractual compliance within 30 (thirty) days after receiving notification from the other Party (“injured party”), or if, regardless of the reason, it is not possible to restore contractual compliance. The termination notice must state the contractual provisions considered to have been violated and any damages suffered and must be sent to the following email address of UpHill geral@uphillhealth.com or to the Client’s email address provided in its User account, as applicable.
2. Without prejudice to the above, the services to be provided by UpHill under the Terms and Conditions may cease totally or partially, with immediate effect from the date of notification, if UpHill becomes legally prevented from fully or partially fulfilling the Terms and Conditions.
3. The Terms and Conditions shall terminate in cases of force majeure under the terms set out in section 12.6 below.
4. The Terms and Conditions and the provision of Services associated with them may be temporarily suspended or definitively terminated if their partial or total invalidity is declared by a Regulatory Authority, any other authority or a Court. The party receiving the invalidity decision referred to above shall send to the other party’s email address the decision and any related information and documents.
5. In the event of suspension of the Terms and Conditions under the preceding section, UpHill shall immediately inform the Client of the date of the end of the suspension period and the date on which the provision of Services will resume.

11. Effects of termination

12. Liability

1. No provision of these Terms and Conditions and their execution shall exclude the liability of any Party for damages resulting from intent or gross negligence of the Parties or breach of the obligations provided for in the contract.
2. UpHill, as the owner and entity responsible for the management, operation and maintenance of its Platforms, is merely a service provider to the Client and does not act as the organizer or manager of any Event. Therefore, it is not responsible for the content, information, topics, or programs of Events, or for recommendations given to Participants within the scope of any Event resulting from the use of the Events Platform or participation in Events organized by Clients.
3. UpHill is also not responsible for the results arising from the use of Simulate and its clinical practice training functionalities, including, without limitation, diagnosis and clinical follow-up of patients, and for the use and application of such results by healthcare professionals and/or Clients.
4. The Client undertakes to fully indemnify UpHill for any compensation, costs, or expenses it may incur as a result of any claims of any kind made against it by third parties based on damages resulting from the Client’s breach of the Terms and Conditions or damages arising from the use of Simulate or from Events carried out.
5. Neither Party shall be liable when, during the validity of the Terms and Conditions, an event or circumstance considered Force Majeure occurs and is communicated in writing to the other Party at the respective email address (geral@uphillhealth.com or the Client’s email address provided in its User account) and prevents either Party from fulfilling its obligations within the contractually established dates and deadlines. In such cases, the deadline for performance shall be extended for the period corresponding to the resulting delay, without prejudice to both Parties making all possible efforts to minimize the consequences of the event.
6. If a Force Majeure event makes compliance with the Terms and Conditions impossible for a period exceeding 60 (sixty) days, either Party may terminate them without any compensation for non-performance, although the Client must pay any outstanding amounts due to UpHill.

13. Security policies and standards

1. UpHill shall refrain from performing any act that may have a negative impact on the security of the systems and their connections with the Client and shall use its best efforts to inform the Client of any security incident that compromises or may compromise the confidentiality, integrity, or availability of data or information, or that may affect the normal functioning of the Client’s activities or the use of the Simulate and/or Events platforms. UpHill shall adopt all technical measures to avoid data loss but shall not be responsible for the security of the data during the period between the occurrence of the event affecting security and the restoration of that security.
2. In any case, the Parties shall notify the other party on the date they become aware of any security breach or any potential security breach that may affect the Services or the rights of either Party.

14. Subcontracting

15. Personal data protection

1. Within the scope of providing the Services, UpHill will have access to personal data under the responsibility of the Simulate and Events Client (in particular through the storage of data of potential Simulate Users and/or Participants in Events for the purpose of their use of the Services), with UpHill acting as a processor of the Client, processing personal data on its behalf and for its account.
2. UpHill undertakes, in particular, not to copy, reproduce, adapt, modify, alter, delete, destroy, disseminate, transmit, disclose or otherwise make available to third parties the personal data to which it has access or that are transmitted to it (via cloud storage) by the Client under these Terms and Conditions unless expressly instructed to do so by the Client.
3. UpHill undertakes to strictly comply with Regulation (EU) 2016/679 of 27 April (General Data Protection Regulation or “GDPR”), or any legal instrument replacing it, as well as other applicable legislation regarding the processing of personal data, such as Law no. 58/2019 of 8 August (collectively referred to as the “General Data Protection Framework”), namely to:
   1. Use the personal data to which it has access or that are transmitted to it by the Client solely within the scope and for the purposes of providing the Services under these Terms and Conditions and in accordance with the Client’s documented instructions;
   2. Keep personal data strictly confidential, ensuring that all employees and service providers authorized to process the data have undertaken a confidentiality commitment or are subject to adequate legal confidentiality obligations;
   3. Implement the technical and organizational measures necessary to protect personal data processed on behalf of the Client against accidental or unlawful destruction, accidental loss, alteration, unauthorized disclosure or access, as well as any other form of unlawful processing, namely the following measures accepted by the Client;
   4. Provide the Client with all possible assistance required to clarify issues related to personal data processing carried out under these Terms and Conditions and to comply with the law;
   5. Not transfer personal data to countries outside the European Union except where such countries are covered by a European Commission adequacy decision or under standard contractual clauses adopted by the Commission and additional safeguards where necessary;
   6. Not hire a further sub-processor to process personal data without ensuring that such sub-processor complies with the provisions of this clause and assumes the same data protection obligations, after informing the Client and giving the Client the opportunity to reasonably object within 5 days;
   7. Ensure that its employees and subcontractors comply with the obligations set out in these Terms and Conditions;
   8. Delete personal data once the services underlying the processing of such data on behalf of the Client are completed;
   9. Make available to the Client the information necessary to demonstrate compliance with this clause and facilitate and contribute, with at least 30 days’ prior notice, to audits intended to verify such compliance.
4. UpHill processes personal data of Users to which it has access (e.g., contact and identification data for participation in an Event or for use of Simulate, banking and invoicing data, and Access Credentials) within the scope of their registration on the Platforms to use the Services, in accordance with the Privacy Policy.

16. General provisions

1. These Terms and Conditions constitute the entire agreement of the Parties regarding their subject matter and prevail over or revoke any prior declarations, commitments, contracts, agreements, or communications, whether oral or written, relating to the same subject matter.
2. These Terms and Conditions may only be amended by written agreement between the Parties.
3. Failure by either Party to enforce any provision of the Terms and Conditions shall not be interpreted as a waiver of any rights and shall not constitute a precedent that modifies any provision of the Terms and Conditions.
4. If any provision of the Terms and Conditions is declared null, invalid, ineffective, or unenforceable by a competent authority, such nullity, invalidity, ineffectiveness, or unenforceability shall not affect the validity of the remaining provisions. The Parties undertake to agree in good faith on a replacement provision that produces effects as similar as possible.

17. Applicable law and dispute resolution

1. These Terms and Conditions are governed by the applicable provisions of Portuguese law.
2. Any disputes arising from these Terms and Conditions shall be submitted to the competent court of the jurisdiction of Lisbon, with express waiver of any other jurisdiction.