Terms of Service

1. About these terms

1.1 These Terms of Service (the "Terms") form a legally binding agreement between AlloScribe and the person or organisation that creates an account, accepts these Terms or buys credits (the "Customer", "you"). They govern your use of the AlloScribe web application at app.alloscribe.com, our desktop and mobile apps, our browser extension, our on-premise EMR agent and any related services (together, the "Service").

1.2 You accept these Terms when you accept them during sign-up, or when you first use the Service, whichever is earlier. If you accept them on behalf of an organisation, you confirm that you have authority to bind that organisation, and "you" means that organisation.

1.3 The Service is for professional use only. You confirm that you are acting for the purposes of your trade, business, craft or profession and not as a consumer.

1.4 These documents also apply and form part of the agreement:

• our Acceptable Use Policy;
• our Privacy notice and our Data Processing Agreement;
• our End User Licence Agreement, for the desktop apps, mobile apps, browser extension and EMR agent; and
• any order form or separate written agreement signed by you and us.

1.5 If there is a conflict, a signed order form or written agreement takes priority, then the Data Processing Agreement (on data protection matters), then these Terms, then the other documents listed above.

2. Who we are

2.1 AlloScribe is a clinical dictation and reporting service based in the United Kingdom.

2.2 In these Terms, "AlloScribe", "we", "us" and "our" mean that company.

2.3 You can contact us at hello@alloscribe.com. Legal notices must be sent as set out in section 22.6.

3. Definitions

3.1 In these Terms:

• Authorised User means an individual who is permitted under section 4 to use the Service under your account or your organisation's account.
• Credits means the units of usage that you buy or receive and that are used up when the Service processes your recordings and requests.
• Customer Content means everything you or your Authorised Users put into the Service, including audio recordings, typed notes, templates, letterheads, settings and any information about patients, together with the Output.
• Organisation means a healthcare organisation, practice or employer that holds an organisation account with members and seats.
• Output means the transcripts, draft reports, notes, summaries and form entries that the Service generates from Customer Content.

4. Eligibility

4.1 You may use the Service only if you are:

• a healthcare professional registered with the relevant UK regulator (for example the GMC, NMC, HCPC or GPhC) or an equivalent regulator where you practise; or
• a member of staff of a healthcare organisation who has been authorised by that organisation to use the Service as part of their role, including a trainee or student working under supervision.

4.2 You must be at least 18 years old.

4.3 You must tell us promptly if your registration lapses or is suspended, or if your authorisation from your organisation ends. We may ask for reasonable evidence of eligibility at any time.

5. The service and its intended purpose

5.1 AlloScribe records, transcribes and structures what a clinician dictates into a draft report or note for that clinician to review, edit and approve. Features include recording in the browser and apps, live captions, write-up modes, templates, a text editor with version history, export to PDF and Word, and delivery of reports to EMR or RIS systems through our on-premise agent or a SMART on FHIR launch.

5.2 The Service does not interpret images, suggest diagnoses or treatments, or act on its own. It is designed to write up what you dictate and nothing more. You must not use it for any other purpose (see section 6 and our Acceptable Use Policy).

5.3 The Service relies on speech recognition and a large language model. Output may contain errors, including misheard words, wrong values or omissions. Words the Service could not hear clearly are marked [unclear] for you to resolve.

6. Clinical responsibility

6.1 You remain responsible for every report, note and record that you create with the Service. Output is a draft. A clinician must review, correct where needed and approve every Output before it is relied on, signed, exported as final, added to a patient record or sent to an EMR or RIS.

6.2 The Service is not a medical device. On the basis of its intended purpose described in section 5, it is not regulated as a medical device under the MHRA's guidance on ambient voice technology. It must not be used for diagnosis, triage, prediction, monitoring, treatment decisions or any other purpose that would make it a medical device.

6.3 You are responsible for:

• the clinical accuracy and completeness of everything you sign or submit;
• following your professional standards, your regulator's guidance and your organisation's policies;
• following local policy on informing patients and on recording consultations; and
• supervising any trainee or student who uses the Service under your account or organisation.

6.4 Organisations deploying the Service are responsible for their own data protection impact assessment and clinical risk management (for NHS organisations, including DCB0160). We will support your information governance and clinical safety teams. Contact sales@alloscribe.com for our documentation.

6.5 Please report any clinical safety concern to hello@alloscribe.com with the subject "Clinical safety".

7. Accounts and security

7.1 Each Authorised User must have their own account. Accounts are personal and must not be shared.

7.2 You must give accurate information when you register and keep it up to date.

7.3 You must keep your password secure, use a strong password that you do not use elsewhere, lock or sign out of shared computers, and review the devices signed in to your account from time to time. You can sign out other devices from your profile.

7.4 You must tell us at once at security@alloscribe.com if you believe your account has been accessed without permission or a device with your recordings or reports has been lost or stolen.

7.5 You are responsible for everything done under your account, unless it results from our breach of these Terms.

7.6 Finished reports, drafts and history are stored on your device, not on our servers (see our Privacy notice). You are responsible for keeping copies of anything you need, including by exporting reports and saving them in your patient record system. If browser or app storage is cleared, or a device is lost, unprocessed recordings and other content held only on that device may be lost and we cannot recover them.

8. Organisations and seats

8.1 An Organisation can invite members, assign seats and share Credits among its members. The person who sets up the Organisation, and anyone they make an administrator, can manage members, seats and settings.

8.2 The Organisation is responsible for:

• deciding who may use the Service and making sure each member is eligible under section 4;
• removing members promptly when they leave or should no longer have access;
• the acts and omissions of its members as if they were its own; and
• configuring and securing any EMR agent it installs (see our End User Licence Agreement).

8.3 Where an Organisation provides a member's access, the Organisation's agreement with us applies to that member's use. A member who also holds Credits of their own uses them under these Terms in their own right.

9. Credits, payment and VAT

9.1 The Service is paid for with Credits. New accounts start with free Credits. The number of Credits used for each recording or request, and the price of Credits, are shown in the app before you buy.

9.2 Recordings that contain no usable speech are reported as such and are not charged.

9.3 Payments are processed by Stripe. Your card details are handled by Stripe under its own terms and privacy policy. We never see or store your full card number.

9.4 Prices exclude VAT unless stated. VAT and any other applicable taxes are added at the rate in force at the time of purchase.

9.5 Credits have no cash value, cannot be exchanged for money and cannot be transferred outside your account or your Organisation. [credit expiry policy, if any]

9.6 Payment is due when you buy Credits. Credits are added to your account once payment succeeds. If a payment is reversed or charged back, we may remove the corresponding Credits or suspend the account until the amount is paid.

9.7 Unused Credits are not refundable, except where the law requires a refund or where we terminate these Terms for convenience under section 16.5. If you were charged in error or Credits were used because of a fault in the Service, contact hello@alloscribe.com and we will investigate and correct it.

9.8 We may change the price of Credits. We will give you at least 30 days' notice by email or in the app before a price increase takes effect. Credits already bought are not affected.

9.9 Where an Organisation buys under an order form or invoice, the payment terms in that order form apply.

10. Acceptable use

10.1 You must use the Service in accordance with our Acceptable Use Policy and all applicable laws, regulations and professional standards.

10.2 In particular, you must not record anyone covertly, use Output without clinical review, share accounts, attempt to reverse engineer or overload the Service, or try to get around Credits.

11. Your content

11.1 As between you and us, you (or your Organisation, or the relevant controller) own all rights in Customer Content, including the Output. We do not claim ownership of it.

11.2 You grant us a non-exclusive, royalty-free licence to host, transmit, process and display Customer Content only as needed to provide, secure and support the Service for you, and to comply with the law. This licence ends when the Customer Content is deleted in accordance with our Privacy notice.

11.3 We do not use your recordings, transcripts, reports or other Customer Content to train artificial intelligence models. We do not sell personal data.

11.4 You confirm that you have the rights, permissions and lawful basis needed to put Customer Content into the Service and for us to process it under these Terms.

11.5 Templates you create remain yours. Built-in templates supplied by us remain ours, and you may use and adapt them within the Service and in reports you create with it.

11.6 If you send us feedback or suggestions, we may use them freely without any obligation to you, provided that we do not identify you or include Customer Content.

12. Our intellectual property

12.1 We and our licensors own all intellectual property rights in the Service, including the software, apps, browser extension, EMR agent, built-in templates, documentation, design, and the AlloScribe name and logo.

12.2 Subject to these Terms and payment of any fees due, we grant you a non-exclusive, non-transferable, revocable right during the term of these Terms for you and your Authorised Users to use the Service for your internal professional purposes. Our software is also licensed under our End User Licence Agreement.

12.3 Nothing in these Terms transfers any of our intellectual property to you. You must not use our name, logo or trade marks without our written permission.

13. Data protection

13.1 For account, billing and usage data about you and your Authorised Users, we are the controller. Our Privacy notice explains how we use that data.

13.2 For patient information and other personal data in Customer Content, your Organisation (or you, if you practise independently) is the controller and we act as processor. Our Data Processing Agreement applies to that processing and forms part of these Terms.

13.3 Each party must comply with the UK GDPR and the Data Protection Act 2018, as amended, in connection with these Terms.

14. Third-party services

14.1 We use third-party providers to deliver parts of the Service, including speech-to-text, language processing, live captions, payments, notifications and hosting. They are listed in our Privacy notice. We are responsible for our subprocessors as set out in the Data Processing Agreement.

14.2 The Service can connect to systems you choose, such as your EMR, RIS or browser-based applications. Those systems are provided by third parties under their own terms. We are not responsible for them, for their availability or for how they store or display reports once delivered.

14.3 If you download an app from an app store, the store's terms also apply to the download (see our End User Licence Agreement).

15. Availability and changes

15.1 We aim to keep the Service available at all times, but we do not guarantee that it will be uninterrupted or error-free. It may be unavailable during maintenance, because of failures by our providers or internet services, or for reasons outside our control.

15.2 Recordings are saved to your device while you record, so an interruption to the Service should not lose your recording. Processing can resume when the Service is available again.

15.3 Because AlloScribe is used in clinical settings, you should keep an alternative way to document care (such as typing directly into your record system) for times when the Service is unavailable.

15.4 We may improve, change or withdraw features. If a change materially reduces the Service you have paid for, we will give you reasonable notice where we can. If you object to the change, you may close your account and, where the change removes a core function, we will refund any unused Credits you bought.

16. Suspension and termination

16.1 You may stop using the Service and delete your account at any time from your profile. Deletion has a 30-day grace period, during which you can cancel it. After that, your personal data is permanently anonymised, as described in our Privacy notice.

16.2 We may suspend access to the Service, in whole or for particular users, immediately and without notice if we reasonably believe that:

• an account has been compromised or is being used without authorisation;
• the Service is being used in breach of these Terms or the Acceptable Use Policy, or in a way that could harm patients, other users, us or third parties;
• a user is no longer eligible under section 4; or
• we are required to do so by law or by a regulator.

16.3 We will tell you why we suspended access, unless the law or security reasons prevent it, and we will restore access once the reason is resolved.

16.4 We may terminate these Terms by written notice if you commit a material breach that cannot be remedied, or that you have not remedied within 14 days of our notice asking you to do so, or if you become insolvent.

16.5 We may also terminate these Terms for any reason by giving you at least 60 days' written notice. In that case we will refund any unused Credits you bought.

16.6 On termination, your right to use the Service ends. Content stored on your devices stays there and you should export anything you need. Sections 9.7, 11, 12, 17 to 20, 22 and 23, and any other provisions intended to survive, continue to apply.

17. Warranties and disclaimers

17.1 We will provide the Service with reasonable care and skill.

17.2 Each party confirms that it has the authority to enter into these Terms.

17.3 Except as expressly set out in these Terms, the Service is provided "as is" and "as available". To the extent permitted by law, all other warranties, conditions and terms, whether express or implied by statute, common law or otherwise, are excluded, including any implied terms as to satisfactory quality and fitness for a particular purpose.

17.4 In particular, we do not warrant that Output will be accurate, complete or free of errors. Clinical review under section 6 is how errors are caught, and you must not rely on Output without it.

18. Limitation of liability

18.1 Nothing in these Terms limits or excludes either party's liability for:

• death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
• fraud or fraudulent misrepresentation;
• breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
• any other liability that cannot be limited or excluded by law.

18.2 Nothing in these Terms limits your obligation to pay for Credits or services you have ordered.

18.3 Subject to section 18.1, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:

• loss of profits, revenue, business, contracts or anticipated savings;
• loss of goodwill or reputation;
• loss or corruption of data held only on a device that was not backed up or exported; or
• indirect or consequential loss.

18.4 Subject to section 18.1, we are not liable for any loss arising from the use of Output that was not reviewed and approved by a clinician as required by section 6, or from use of the Service outside its intended purpose.

18.5 Subject to sections 18.1 and 18.2, each party's total liability to the other arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total fees paid by you to us under these Terms in the 12 months before the date on which the claim arose.

18.6 The limits in this section apply to all claims taken together, and reflect the price of the Service and the allocation of risk between us. You acknowledge that you have had the opportunity to take advice on them and that they are reasonable for the purposes of the Unfair Contract Terms Act 1977.

19. Indemnity

19.1 You will indemnify us against losses, damages, costs (including reasonable legal fees) and expenses that we incur as a result of a third-party claim arising from:

• your use of the Service in breach of the Acceptable Use Policy, including covert recording or use outside the intended purpose; or
• Customer Content that you had no right or lawful basis to put into the Service.

19.2 This indemnity applies only if we tell you promptly about the claim, do not admit liability or settle it without your consent (which you must not unreasonably withhold), give you reasonable control of its defence, and provide reasonable help at your cost. It does not apply to the extent the claim was caused by our breach of these Terms or our negligence.

20. Confidentiality

20.1 Each party must keep confidential any information disclosed by the other that is marked as confidential or that a reasonable person would understand to be confidential, including Customer Content, pricing negotiated under an order form, and non-public information about the Service and its security.

20.2 Each party may use the other's confidential information only to perform its obligations or exercise its rights under these Terms, and may disclose it only to its employees, contractors, subprocessors and professional advisers who need to know it and are bound by equivalent duties of confidence, or where required by law, a court or a regulator.

20.3 These obligations do not apply to information that is or becomes public without breach of these Terms, that the recipient already held without a duty of confidence, or that it develops independently.

20.4 This section continues to apply for five years after these Terms end, and without limit of time for Customer Content, personal data and trade secrets.

21. Changes to these terms

21.1 We may update these Terms from time to time, for example to reflect changes to the Service or the law.

21.2 We will give you at least 30 days' notice of material changes by email or in the app before they take effect, unless a change is required sooner by law or to address a security risk. The date at the top of this page shows when the Terms were last updated.

21.3 If you do not agree to a change, you may close your account before it takes effect. If the change is to your disadvantage and you close your account for that reason, we will refund any unused Credits you bought. If you continue to use the Service after the change takes effect, the updated Terms apply.

22. General

22.1 Assignment. You may not assign or transfer your rights or obligations under these Terms without our written consent. We may transfer our rights and obligations to another organisation as part of a reorganisation or sale of our business, and will tell you if we do. Your rights under these Terms will not be reduced as a result.

22.2 Subcontracting. We may use subcontractors and subprocessors to provide the Service. We remain responsible for their performance under these Terms.

22.3 Entire agreement. These Terms, together with the documents listed in section 1.4, are the entire agreement between us about their subject matter and replace any earlier agreement or understanding. Each party confirms that it has not relied on any statement or representation not set out in them. Nothing in this section limits liability for fraud.

22.4 Severance. If any provision of these Terms is found to be invalid or unenforceable, it will be modified to the minimum extent needed to make it valid, or if that is not possible, deleted. The rest of the Terms will continue in force.

22.5 Third-party rights. No one other than you and us has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms, except as stated in our End User Licence Agreement for app stores.

22.6 Notices. Legal notices to us must be sent by email to legal@alloscribe.com. We will send notices to you at the email address on your account, or for an Organisation, the email address of its account owner. A notice by email is treated as received at 9am on the next working day after it is sent.

22.7 Events outside our control. Neither party is liable for a delay or failure to perform caused by events outside its reasonable control, such as failure of public networks, power cuts, acts of government, or failures of third-party providers that could not reasonably have been avoided. This does not affect your obligation to pay for Credits already bought.

22.8 No waiver. A delay or failure to enforce any right under these Terms is not a waiver of that right.

22.9 No partnership. Nothing in these Terms creates a partnership, joint venture or agency between the parties.

23. Governing law and jurisdiction

23.1 These Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims), are governed by the law of England and Wales.

23.2 The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.

23.3 Before starting proceedings, we both agree to try to resolve any dispute through our complaints procedure and good-faith discussion.

24. Contact

Questions about these Terms: legal@alloscribe.com.

General support: hello@alloscribe.com. Organisations and procurement: sales@alloscribe.com.