Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you", or "your") and Kirklee Comms Ltd, trading as Velastria (company number SC860951, registered office 19 Kirklee Road, Glasgow, Scotland, G12 0RQ) ("Velastria", "we", "us", or "our") governing your access to and use of the Velastria platform and services.

By accessing or using our services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use our services.

2. Definitions

• "Services" means the Velastria SaaS platform, including all software, features, and functionality provided by Velastria.
• "Customer Data" means all data, information, and content uploaded, entered, or generated by you or your users through the Services, including patient records and clinical information.
• "Subscription" means the plan and pricing tier selected by you for access to the Services.
• "User" means any individual authorised by you to access and use the Services under your account.
• "Trial Period" means the initial period during which you may use the Services at no charge to evaluate suitability.

3. Service Provision

3.1 Access to Services

Subject to your compliance with these Terms and payment of applicable fees, Velastria grants you a non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes.

3.2 Trial Period

If you are using the Services during a trial period:

• The trial provides full access to your selected plan's features
• The trial lasts 30 days and no payment is taken during it
• You set up your GoCardless Direct Debit mandate at sign-up so billing can begin automatically; setting up the mandate takes no money
• At the end of the trial, your subscription begins and the first Direct Debit collection is taken on day 30
• You may cancel at any time during the trial without charge and under no minimum-term commitment
• Converting to a paid subscription begins the 12-month minimum term (see section 4.5)

3.3 User Accounts

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorised access
• Ensuring all Users comply with these Terms

4. Subscription and Fees

4.1 Subscription Plans

We offer multiple subscription plans with varying features. Plans do not limit the number of users. You must select a plan appropriate for your usage.

Some plans are priced per site. Where the plan you select is priced per site (currently the Enterprise plan), the monthly fee published for that plan applies to each site you operate under the Services, and your total monthly subscription fee is that fee multiplied by your number of sites. A plan that is not priced per site is charged as a single monthly fee however many sites you operate.

4.2 Fees and Payment

• Fees are charged monthly or annually in advance, as selected
• All fees are in British Pounds (GBP) unless otherwise stated
• Fees are non-refundable except as required by law or as expressly stated in these Terms
• Subscription fees are collected by GoCardless Direct Debit on behalf of Kirklee Comms Ltd, and are protected by the Direct Debit Guarantee

4.3 Price Changes

We reserve the right to change our pricing with 30 days' notice. Price changes do not apply retroactively to existing subscription periods. Promotional pricing is honoured for the duration specified in the offer terms.

4.4 Late Payment

If a Direct Debit collection fails, we may charge interest on amounts that are actually overdue at 1% above the published Bank of England base rate, accruing daily from the date payment was due until it is paid. Interest is not charged on sums that are not yet due, including any part of the minimum term that has not yet fallen due. On non-payment during the minimum term you keep full access for a 14-day cure period, after which your account moves to read-only, and you remain liable for the fees for the remainder of the term (see section 4.5).

4.5 Minimum Term

When your subscription converts to paid at the end of the 30-day free trial, you commit to a minimum term of 12 months. During the minimum term you may not terminate for convenience, and your obligation to pay the fees for the full 12 months is not discharged by ceasing to use the Services or by cancelling your Direct Debit. After the minimum term, you may cancel at any time on 30 days' notice, after which you have 90 days of read-only access during which you may export your data.

4.6 Usage Charges (AI, SMS and speech-to-text)

Every plan includes access to every AI feature. There is no separate AI tier and no AI usage cap. In addition to your subscription fee, some features are billed by usage: AI on a per-use basis (the charge for an individual AI action varies with the complexity of the task); outbound SMS messages per message segment; and speech-to-text transcription per minute of audio transcribed. Each is calculated monthly on your actual usage, is itemised on a usage statement visible to you in the platform, is billed monthly in arrears, and is collected by the same Direct Debit mandate as your subscription. You can switch any AI, SMS or speech-to-text feature off at any time from your settings; a feature you have switched off does not run and generates no usage charge.

SMS is charged only where we send it using our own messaging account. If you supply your own details for an approved SMS provider, your messages are sent through your own account and your SMS provider will charge you directly — we charge you nothing per message for them.

5. Your Responsibilities

5.1 Acceptable Use

You agree not to:

• Use the Services for any unlawful purpose or in violation of any regulations
• Upload or transmit viruses, malware, or malicious code
• Attempt to gain unauthorised access to the Services or other users' accounts
• Reverse engineer, decompile, or disassemble the Services
• Use the Services to store or transmit infringing, libellous, or unlawful content
• Interfere with or disrupt the integrity or performance of the Services
• Remove or alter any proprietary notices on the Services

5.2 Compliance with Laws

You are responsible for ensuring your use of the Services complies with all applicable laws and regulations, including:

• UK General Data Protection Regulation (UK GDPR)
• Data Protection Act 2018
• Care Quality Commission (CQC) regulations
• Healthcare Improvement Scotland (HIS) standards
• General Medical Council (GMC) requirements
• Health and Social Care Act 2008
• Medicines and Healthcare products Regulatory Agency (MHRA) guidelines

5.3 Data Controller Responsibilities

As the data controller for patient data processed through the Services, you are responsible for:

• Obtaining necessary consents from patients
• Maintaining appropriate security measures
• Responding to data subject requests (access, erasure, etc.)
• Notifying us of any data breaches
• Complying with medical record retention requirements

6. Velastria's Responsibilities

6.1 Service Availability

We aim to provide 99.9% uptime (excluding scheduled maintenance). We do not guarantee uninterrupted access and are not liable for downtime caused by factors outside our control.

6.2 Data Processing

As a data processor for Customer Data, we will:

• Process data only in accordance with your documented instructions
• Implement appropriate technical and organisational security measures
• Ensure personnel are bound by confidentiality obligations
• Assist with data subject requests and breach notifications
• Delete or return data upon termination as instructed

Our detailed obligations are set out in our Data Processing Agreement (DPA).

6.3 Security

We implement industry-standard security measures, including:

• Encryption of data in transit and at rest
• Regular security audits and penetration testing
• Access controls and authentication
• Incident response procedures
• Staff security training

7. Customer Data

7.1 Ownership

You retain all rights, title, and interest in Customer Data. We claim no ownership rights to Customer Data.

7.2 Data Backup

We perform regular automated backups of Customer Data. However, you are responsible for maintaining your own backup copies of critical data.

7.3 Data Retention

Upon termination of your subscription:

• You have 90 days from the end of access in which to export your Customer Data. On your written request we will extend that period where you reasonably need longer
• We do not delete your Customer Data by default. You decide how long it is retained after your access ends, and when it is deleted. We retain it in archive in accordance with your written instruction, and delete it on your written instruction, save where retention is required of us by law. We will confirm deletion to you in writing
• If you give us no instruction, we will ask you for one. If you have still given no instruction 12 months after we first ask, we will write to you again, and if you do not respond within a further 30 days we will delete the Customer Data and confirm the deletion to you
• Deleted Customer Data is purged from backups on their normal cycle, and in any event within 35 days of deletion
• We retain audit logs and metadata for compliance purposes as required by law

7.4 Data Portability

You may export Customer Data at any time through the Services, in standard open formats (CSV, JSON, PDF) — either the complete record for an individual patient, or a complete machine-readable download of your whole dataset. Because a full download is processor-intensive, it may be taken once in any 30-day period.

Your data is never held hostage. Whatever the state of your account — in arrears, read-only, suspended, terminated, or in dispute with us over money — you may export your Customer Data, and we will not prevent or delay it. We will assist you with export at no charge, and we will not make export conditional on payment of any sum, disputed or otherwise.

8. Intellectual Property

8.1 Velastria IP

The Services, including all software, designs, text, graphics, and other content, are owned by Velastria and protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, or create derivative works without our express written permission.

8.2 Feedback

If you provide feedback, suggestions, or ideas about the Services, we may use them without obligation or compensation to you.

9. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and not disclose it to third parties without consent, except as required by law or to service providers bound by confidentiality obligations.

10. Warranties and Disclaimers

10.1 Limited Warranty

We warrant that the Services will perform substantially in accordance with our documentation under normal use. This warranty does not apply to:

• Preview or experimental features
• Issues caused by misuse, modifications, or third-party software
• Force majeure events

10.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not warrant that:

• The Services will meet your specific requirements
• The Services will be error-free or uninterrupted
• Defects will be corrected
• The Services are suitable for medical diagnosis or treatment decisions

11. Limitation of Liability

11.1 Liability Cap

To the maximum extent permitted by law, our total liability for all claims arising from or related to the Services shall not exceed the greater of £500 or the fees paid by you in the 12 months preceding the claim.

11.2 Exclusion of Damages

WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Exceptions

Nothing in these Terms limits our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Breach of statutory rights that cannot be excluded or limited by law

12. Indemnification

You agree to indemnify and hold harmless Velastria from any claims, damages, losses, and expenses (including legal fees) arising from:

• Your breach of these Terms
• Your violation of any law or regulation
• Your infringement of third-party rights
• Customer Data uploaded to the Services

13. Term and Termination

13.1 Term

These Terms commence when you first access the Services and continue until terminated by either party.

13.2 Termination by You

During the 12-month minimum term (section 4.5), you may not terminate for convenience and remain liable for the fees for the full term. After the minimum term, you may terminate on 30 days' notice. No refunds are provided for the current subscription period.

13.3 Termination by Us

We may terminate or suspend your access immediately if:

• You breach these Terms
• Your account is 30 days overdue on payment
• Your use poses a security risk
• Required by law or regulatory authority

13.4 Effect of Termination

Upon termination:

• Your full access to the Services ceases and your account moves to read-only
• You must pay all outstanding fees
• You have 90 days from the end of access in which to export Customer Data. Export is never withheld over an unpaid or disputed sum (see section 7.4)
• Sections 7, 8, 9, 11, 12, and 14 survive termination

14. General Provisions

14.1 Governing Law

These Terms are governed by the laws of Scotland. Any disputes shall be subject to the exclusive jurisdiction of the courts of Scotland.

14.2 Changes to Terms

We may update these Terms from time to time. Material changes will be notified by email or notice in the Services 30 days in advance. Continued use after changes constitutes acceptance.

14.3 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

14.4 Severability

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

14.5 Waiver

Our failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

14.6 Entire Agreement

These Terms, together with the Privacy Policy and Data Processing Agreement, constitute the entire agreement between you and Velastria regarding the Services and supersede all prior agreements.

14.7 Force Majeure

Neither party shall be liable for failure to perform due to circumstances beyond their reasonable control, including natural disasters, war, terrorism, pandemics, or internet service provider failures.

15. Contact Information

For questions about these Terms, contact us:

16. Dispute Resolution

Before initiating formal legal proceedings, parties agree to attempt to resolve disputes through good faith negotiations for at least 30 days.