Legal

Terms of Service

Effective date: 3 June 2026  ·  Last updated: 3 June 2026

These Terms of Service (the "Terms") govern access to and use of the Holty platform and the Holty website at getholty.com (together, the "Service") provided by Codeventor LTD, a company organised under the laws of Romania, with its registered office in Iași, Romania ("Holty", "we", "us", "our").

By accessing the website, requesting a demo, signing an Order Form, or using the Service, you ("Customer", "you", "your") agree to be bound by these Terms. If you are entering into these Terms on behalf of a clinic, hospital, company or other legal entity, you represent that you have the authority to bind that entity.

If you do not agree to these Terms, do not access or use the Service.

1. Definitions

  • "Order Form" — a written or electronic ordering document signed by both parties that specifies the deployment model, modules, fees, term and other commercial details.
  • "Customer Data" — all data submitted by Customer or its end users to the Service, including patient records, bookings, payments, messages and analytics derived from them.
  • "End User" — any individual authorised by Customer to use the Service, including clinic staff, doctors, administrators and patients.
  • "Documentation" — the technical documentation made available by Holty for the Service.
  • "DPA" — the Data Processing Agreement entered into between Customer and Holty under Article 28 GDPR.
  • "SaaS Deployment" — the Service operated and hosted by Holty in its cloud infrastructure.
  • "On-Premise Deployment" — the Service installed on infrastructure controlled by Customer.

2. The Service

2.1 Description

Holty provides a branded patient app and clinic back office that includes booking, scheduling, payments, medical records, telemedicine, segmentation, automated campaigns and analytics, together with integrations with Customer's Hospital Information System ("HIS").

2.2 Deployment models

The Service is offered in two deployment models, as specified in the Order Form:

  • White-Label SaaS — hosted by Holty in the European Union;
  • On-Premise — installed on Customer's infrastructure under a separate licence and support arrangement.

2.3 Branding

The Service is delivered under Customer's brand, including logo, name and visual identity. Customer grants Holty a limited, non-exclusive licence to use Customer's trademarks solely for the purpose of operating the Service.

2.4 Updates

Holty may release updates, new features and bug fixes from time to time. We will use commercially reasonable efforts not to materially reduce functionality without notice.

3. Accounts and end users

3.1 Account creation

Customer is responsible for the accuracy of registration information and for keeping login credentials confidential.

3.2 Authorisation

Customer is responsible for the acts and omissions of its End Users and for ensuring that End Users comply with these Terms.

3.3 Patient consent

Customer is responsible for obtaining and managing all consents required from patients before processing their personal data in the Service, including any consent required for marketing communications sent through the Service.

4. Customer obligations and acceptable use

Customer agrees to:

  • Use the Service in compliance with all applicable laws, including health, consumer-protection and data-protection laws;
  • Not use the Service to send unsolicited communications in breach of applicable e-privacy laws;
  • Not attempt to gain unauthorised access to the Service, reverse-engineer it (except as permitted by mandatory law) or use it to develop a competing product;
  • Not upload viruses, malicious code or any content that is illegal, defamatory or infringes the rights of others;
  • Maintain reasonable security on its own systems, including endpoint protection and credential hygiene;
  • Provide Holty with timely cooperation and information required to deliver the Service.

Holty may suspend the Service, with notice where reasonably possible, if Customer's use creates a security risk, may cause harm to Holty or third parties, or breaches these Terms.

5. Fees and payment

5.1 Fees

Fees are set out in the Order Form and may include a one-time setup fee, recurring subscription fees, usage-based fees (e.g., SMS) and professional-services fees.

5.2 Invoicing and payment

Unless otherwise stated, fees are invoiced in advance, payable within 30 days of the invoice date, in Euro, by bank transfer.

5.3 Late payment

Overdue amounts bear interest at the rate set by Romanian law for commercial transactions. Holty may suspend the Service on at least 15 days' written notice for unpaid undisputed amounts.

5.4 Taxes

Fees are exclusive of VAT and any other applicable taxes, which are payable by Customer.

5.5 Price changes

Holty may adjust subscription fees at renewal with at least 60 days' prior written notice.

6. Term and termination

6.1 Term

These Terms start on the effective date of the Order Form and continue for the subscription term specified there. Unless either party gives written notice of non-renewal at least 60 days before the end of the then-current term, the Order Form renews automatically for successive periods of the same length.

6.2 Termination for cause

Either party may terminate these Terms or any Order Form on written notice if the other party:

  • Materially breaches the Terms and fails to cure the breach within 30 days of written notice; or
  • Becomes insolvent, files for bankruptcy or ceases to operate.

6.3 Effect of termination

Upon termination:

  • Customer's right to use the Service ends;
  • Holty will make Customer Data available for export for 30 days in a structured, commonly used format, after which Customer Data will be deleted in accordance with the DPA;
  • Customer remains liable for fees accrued before the effective date of termination;
  • Sections that by their nature should survive (including confidentiality, liability, indemnity and governing law) will survive.

7. Data protection and security

7.1 Roles

For personal data processed through the Service, Customer is the data controller and Holty acts as a data processor. The terms of processing are governed by the DPA, which forms part of these Terms.

7.2 Compliance

Holty processes personal data in accordance with GDPR and the DPA. Customer is responsible for the lawfulness of the processing and for providing data subjects with the required notices.

7.3 Security

Holty maintains appropriate technical and organisational measures to protect Customer Data, as described in the DPA and the Security Schedule (where applicable). For On-Premise Deployments, Customer is responsible for the security of the underlying infrastructure.

7.4 Breach notification

Holty will notify Customer without undue delay after becoming aware of a personal data breach affecting Customer Data, and will cooperate with Customer in meeting its notification obligations under GDPR.

7.5 Sub-processors

Holty may engage sub-processors to provide the Service. A current list is maintained as part of the DPA and Customer will be notified of changes in accordance with the DPA.

8. Service levels and support

8.1 SaaS

For White-Label SaaS, Holty will use commercially reasonable efforts to achieve the uptime target specified in the Order Form or the Service Level Agreement attached to it.

8.2 Support

Holty provides support during business hours (Monday to Friday, 9:00 to 18:00 EET, excluding Romanian public holidays), unless otherwise specified. Premium support tiers, including 24/7 coverage and dedicated success managers, may be purchased separately.

8.3 Scheduled maintenance

Holty will give reasonable advance notice of scheduled maintenance and will use commercially reasonable efforts to perform it outside business hours.

8.4 Exclusions

Service-level commitments do not apply to unavailability caused by factors outside Holty's reasonable control, including Customer's infrastructure (for On-Premise), force majeure, third-party services not under Holty's control or Customer's breach of these Terms.

9. Intellectual property

9.1 Holty IP

The Service, the Documentation, the underlying software, design, code, know-how and all related intellectual property rights are and remain the exclusive property of Holty and its licensors. No rights are granted other than those expressly stated in these Terms.

9.2 Licence to Customer

Subject to these Terms and payment of the fees, Holty grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term solely for its internal business purposes.

9.3 Customer Data

Customer retains all rights, title and interest in Customer Data. Customer grants Holty a limited licence to host, process, transmit and display Customer Data as necessary to provide the Service.

9.4 Feedback

If Customer provides suggestions or feedback about the Service, Holty may use them without restriction or compensation.

9.5 Aggregated data

Holty may use anonymised and aggregated data derived from use of the Service to operate, improve and benchmark the Service, provided that no Customer or End User is identifiable.

10. Confidentiality

Each party (the "Receiving Party") will keep confidential all non-public information disclosed by the other party (the "Disclosing Party") that is marked as confidential or that should reasonably be understood as confidential ("Confidential Information"), and use it only to perform its obligations or exercise its rights under these Terms.

Confidential Information does not include information that:

  1. is or becomes public through no fault of the Receiving Party;
  2. was already known to the Receiving Party without obligation of confidence;
  3. is received from a third party without restriction; or
  4. is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information if required by law, provided that it gives the Disclosing Party reasonable prior notice where legally permitted.

11. Warranties and disclaimers

11.1 Mutual

Each party warrants that it has the authority to enter into these Terms and to perform its obligations.

11.2 Holty warranties

Holty warrants that it will provide the Service with reasonable care and skill, in accordance with the Documentation and applicable law.

11.3 Disclaimer

Except as expressly stated in these Terms and to the extent permitted by law, the Service is provided "as is" and Holty disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement.

11.4 Medical disclaimer

The Service is a software platform supporting clinic operations. It is not a medical device and does not provide medical advice. Clinical decisions remain the sole responsibility of qualified healthcare professionals. Customer is responsible for ensuring that its use of the Service complies with medical regulations applicable to its activity.

12. Indemnification

12.1 By Holty

Holty will defend Customer against third-party claims that the Service, as provided by Holty and used in accordance with these Terms, infringes the intellectual property rights of that third party, and will pay damages finally awarded or amounts agreed in settlement.

If the Service is found to infringe (or is likely, in Holty's opinion, to be found to infringe), Holty may, at its option:

  1. modify the Service so it no longer infringes;
  2. obtain a licence for Customer's continued use; or
  3. terminate the Service and refund pre-paid fees for the unused portion.

12.2 By Customer

Customer will defend Holty against third-party claims arising from:

  1. Customer Data or its processing in breach of applicable law;
  2. Customer's use of the Service in breach of these Terms;
  3. clinical decisions or services provided by Customer to its patients.

12.3 Procedure

The indemnified party will give prompt written notice of the claim, grant the indemnifying party sole control of the defence, and provide reasonable cooperation.

13. Limitation of liability

To the maximum extent permitted by applicable law:

  1. Excluded damages. Neither party will be liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data, or business interruption, even if advised of the possibility of such damages.
  2. Cap. Each party's total aggregate liability arising out of or relating to these Terms will not exceed the fees paid or payable by Customer to Holty in the 12 months preceding the event giving rise to liability.
  3. Exceptions. The limitations in this Section do not apply to: (i) Customer's payment obligations; (ii) liability that cannot be excluded under applicable law; (iii) either party's indemnification obligations; or (iv) breaches of confidentiality or data-protection obligations resulting from gross negligence or wilful misconduct.

14. Force majeure

Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, epidemics, internet or telecommunications failures, or failures of third-party services.

15. Publicity

Holty may identify Customer as a customer and use Customer's name and logo in customer lists, case studies and marketing materials, subject to Customer's branding guidelines and the right to withdraw such consent on reasonable notice.

16. General

16.1 Assignment

Customer may not assign these Terms without Holty's prior written consent, except in connection with a merger, acquisition or sale of substantially all of its assets. Holty may assign these Terms freely within its corporate group or to a successor in a similar transaction.

16.2 Notices

Notices must be in writing and sent to the email or postal addresses specified in the Order Form, or, for general notices to Holty, to info@getholty.com.

16.3 Entire agreement

These Terms, together with the Order Form, the DPA and any schedules referenced in them, constitute the entire agreement between the parties and supersede all prior agreements on the subject matter. In case of conflict, the order of precedence is: (1) the Order Form, (2) the DPA, (3) these Terms.

16.4 Modifications

Holty may update these Terms from time to time. Updates will be communicated by email or through the Service at least 30 days before they take effect. Continued use of the Service after the effective date constitutes acceptance.

16.5 No waiver

Failure to enforce a provision does not constitute a waiver of the right to enforce it later.

16.6 Severability

If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect.

16.7 Independent contractors

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship.

16.8 Governing law and jurisdiction

These Terms are governed by the laws of Romania, without regard to conflict-of-law rules. The competent courts of Iași, Romania, have exclusive jurisdiction over any dispute arising out of or relating to these Terms, without prejudice to mandatory consumer-protection rules where applicable.

17. Contact

For questions about these Terms, contact:

Codeventor LTD
Iași, Romania, European Union
Email: info@getholty.com
Phone: +373 79 771 161