Terms of Service

These Terms govern your access to and use of the Automatedge website and the software services we provide to healthcare organisations. By accessing our site or engaging our services, you agree to these Terms.

1. Who we are

Automatedge Ltd, a company registered in England and Wales (company number 17295723). We build software systems for healthcare organisations.

Contact: contact@automatedge.co.uk • +44 7310 335861

2. Definitions

• Services: software systems for healthcare organisations, including patient front doors, staff work lists, practice dashboards, document portals and clinical documentation tools, together with the measurement, consulting, implementation, support and monitoring that go with them.
• Client/you: the practice, clinic or other organisation using the Services.
• Order/Proposal: written scope, pricing, and timelines agreed by both parties.
• Deliverables: configured software, workflows, code, dashboards, portals or documentation we provide.

3. Engagement & scope

We provide Services as described in an accepted Proposal/Order. Each build is priced as a fixed sum after we have measured what it needs to do, and is set out in a Statement of Work. Where we process personal data for you, a Data Processing Agreement applies.

4. Fees & payment

Fees are fixed sums set out in your Proposal/Order, and invoices are due on the payment terms it states. Late payments may incur statutory interest. Third-party costs passed through to you, such as messaging, hosting or AI model usage, are itemised unless the Proposal states otherwise.

5. Changes & cancellations

Scope changes require a written change order and may affect fees/timelines. Either party may cancel for material breach not cured within 14 days of notice. For convenience termination, you owe fees for work performed and committed third-party costs.

6. Client obligations

Provide timely access to systems, data and staff; ensure that you are entitled to share any data or content you give us; keep the clinical record system and other systems we do not supply backed up and secure; and keep your own clinical governance, information governance and professional obligations in place.

7. Acceptable use

No illegal, harmful or abusive activity, and no attempt to bypass security. Use the Services in line with applicable law, including data protection and electronic communications law, the terms of connected platforms, and the rules that govern your profession and sector.

8. Clinical use, AI and accuracy

Automated and AI outputs can contain errors or bias. Every workflow we build includes a point where a person takes over, and you must review outputs before relying on them. The Services do not provide medical advice and are not a substitute for clinical judgement: your clinicians remain responsible for every clinical decision and for reviewing and signing any clinical text a Deliverable drafts. Where a Deliverable may fall within medical device regulation, its regulatory status and any conditions of use will be stated in the Proposal before it is used with patients.

9. Intellectual property

Pre-existing IP of each party remains with that party. Unless the Proposal states otherwise, upon full payment we grant you a non-exclusive, perpetual, worldwide licence to use Deliverables for your internal business purposes. We may reuse general know-how, templates, and non-confidential learnings.

10. Confidentiality

Each party must protect the other's confidential information with reasonable care and use it only for the engagement. Exceptions apply for information that is public, independently developed, or legally required to be disclosed.

11. Data protection

Each party will comply with applicable data-protection laws. Where we process personal data on your behalf, including health data, we act as your processor and the parties will enter into a Data Processing Agreement that meets UK GDPR. You remain the controller and are responsible for the lawful basis, the condition for processing health data, and any notices to patients and staff.

12. Warranties

We warrant Services will be performed with reasonable skill and care. Except as expressly stated, Services are provided "as is," and we disclaim other warranties (including fitness for a particular purpose and non-infringement).

13. Limitation of liability

To the maximum extent permitted by law:

• Neither party is liable for indirect or consequential losses, loss of profits, or loss of data.
• Each party's total aggregate liability is capped at the greater of £5,000 or the fees paid in the 12 months preceding the claim, excluding (i) death/personal injury caused by negligence, (ii) fraud, or (iii) liabilities that cannot be limited by law.

14. Third-party services

Connected systems, such as clinical record systems, telephony, messaging, hosting, analytics and AI model providers, are provided by third parties under their own terms. We are not responsible for their availability, performance, or security.

15. Suspension

We may suspend Services for non-payment, security risks, suspected abuse, or legal compliance reasons, with notice where lawful.

16. Governing law & venue

These Terms are governed by the laws of England and Wales. Courts of England and Wales have exclusive jurisdiction, except either party may seek injunctive relief in any competent court.

17. Notices

Legal notices to: Automatedge Ltd, Legal

contact@automatedge.co.uk • +44 7310 335861

18. Changes to these Terms

We may update these Terms; the "Last updated" date will change. Material changes will be notified by email or prominent notice. Continued use constitutes acceptance.

19. Entire agreement & precedence

These Terms, your Proposal/Order, your Statement of Work and any Data Processing Agreement form the entire agreement and supersede prior discussions. In case of conflict, the signed Statement of Work or Order prevails.