This Agreement is between Vahue Ltd, registered in England and Wales (number [company number]) (“we”), and the business named in the order or sign-up (the “Customer”). It takes effect when the Customer accepts it or starts using the service. Sovica is for businesses: this Agreement isn’t for use by consumers.
1. Definitions
- “Customer Data” means data the Customer or its Users put into the service, including patient records.
- “Order” means the plan, price and term the Customer selects, in the product or on an order form.
- “Service” means the Sovica clinic management and AI service, as described in our documentation.
- “User” means anyone the Customer lets use the Service.
2. The Service
We will provide the Service in line with this Agreement, with reasonable skill and care. We may improve and change it, provided we don’t materially reduce its core functions during a paid term. Support is provided as described in the Customer’s plan.
3. Term
This Agreement runs for the term in the Order and renews for the same length unless either party gives notice at least [30] days before the end of the term.
4. Licence and authorised use
We grant the Customer a non-exclusive, non-transferable right to use the Service, and let its Users do so, for its internal business during the term. Use must follow our Acceptable Use policy and the limits of the Order.
5. Administrators and Users
The Customer chooses its administrators, who control access, roles and settings. The Customer is responsible for what its Users do, for keeping logins secure, and for removing access when it’s no longer needed.
6. Clinical responsibility and AI features
Sovica is administrative and productivity software that supports clinicians. It doesn’t replace their judgement. The Customer and its clinicians remain responsible for patient care, for checking AI outputs before relying on them, and for choosing how much AI features may do unsupervised. [Regulatory status of each feature, including under medical device rules, to be confirmed by counsel.]
7. Third-party products
The Customer can connect third-party products. We don’t control or take responsibility for them, and their own terms apply. If a third party changes or withdraws its product, we may no longer be able to support the connection.
8. Fees and payment
The Customer will pay the fees in the Order, in advance, unless agreed otherwise. Fees exclude VAT. Any usage beyond the plan, such as credits or messages, is charged as the plan sets out. Free trials end on the date shown, and they’re provided as is. If a payment is more than [14] days late, we may suspend the Service after giving notice. We will give at least [30] days’ notice of price changes, which take effect at the next renewal.
9. Switching and data migration
Where the Order includes migration, we will move the agreed data from the Customer’s current system. The Customer remains responsible for checking the migrated records and for having the right to move them.
10. Disclaimer
Apart from what this Agreement expressly says, and as far as the law allows, we exclude all implied terms. We don’t promise that the Service will be uninterrupted or error free, and it isn’t an emergency or real-time monitoring service.
11. Intellectual property and Customer Data
We own the Service and all rights in it. The Customer owns Customer Data, and gives us the right to use it only to provide and support the Service and as our Data Processing Addendum allows. If the Customer sends feedback, we can use it without obligation.
12. Warranties and compliance
Each party confirms it has the right to enter into this Agreement and will comply with the laws that apply to it. The Customer is responsible for its professional, regulatory and registration duties, including with bodies such as the Care Quality Commission and professional regulators where they apply.
13. Indemnity
We will defend the Customer against a third-party claim that the Service, used as allowed, infringes that party’s UK intellectual property rights, and pay damages awarded. The Customer will do the same for us for claims arising from Customer Data or from use in breach of this Agreement. The party claiming must give prompt notice and reasonable help, and let the other control the defence.
14. Liability
Nothing limits liability for death or personal injury caused by negligence, for fraud, or for anything else that can’t be limited by law. Otherwise, neither party is liable for loss of profit, revenue, goodwill or for indirect loss. Each party’s total liability in any 12 months is limited to [the fees paid or payable in those 12 months]. [Any separate cap for data protection claims to be agreed with counsel and insurers.]
15. Confidentiality
Each party will keep the other’s confidential information safe, use it only for this Agreement, and share it only with people who need it and are bound to protect it, or where the law requires. This doesn’t apply to information that is public or was independently developed or lawfully received.
16. Data protection
Each party will comply with data protection law. Our Data Processing Addendum applies, and forms part of this Agreement.
17. Termination and its effect
Either party may end this Agreement if the other materially breaches it and doesn’t fix the breach within [30] days of notice, or becomes insolvent. When it ends, access stops and unpaid fees become due. The Customer can export Customer Data for [30] days, after which we delete it as the Data Processing Addendum sets out. There is no charge for a standard export.
18. Events outside our control
Neither party is liable for delays or failures caused by events beyond its reasonable control, provided it tells the other and takes reasonable steps to limit the effect. This doesn’t excuse payment.
19. Publicity
Neither party will use the other’s name or logo publicly without written permission.
20. General
We may change this Agreement by giving at least [30] days’ notice, with changes applying from the next renewal unless the law requires sooner. Neither party may assign this Agreement without consent, except as part of selling its business. This is the whole agreement on its subject. Notices go to the account owner by email, and to us at [legal@sovica.ai]. Nobody other than the parties has rights under this Agreement. It is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.