Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you", or "your") and Velastria Ltd ("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.
• "Beta Programme" means our pre-release testing programme with preferential pricing and early feature access.

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 Beta Programme

If you participate in our Beta Programme:

• Services are provided "as-is" with potential bugs or incomplete features
• We may modify, suspend, or discontinue features without notice
• You agree to provide feedback and report issues
• Beta pricing and terms may differ from general availability pricing
• We reserve the right to terminate beta access at any time

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 and user limits. You must select a plan appropriate for your usage. Exceeding plan limits may result in additional charges or service limitations.

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
• Payment must be made via credit card, debit card, or bank transfer (Enterprise plans only)
• We use Stripe for payment processing; their terms apply to all transactions

4.3 Price Changes

We reserve the right to change our pricing with 30 days' notice. Beta participants retain preferential pricing as agreed in their beta acceptance. Price changes do not apply retroactively to existing subscription periods.

4.4 Late Payment

If payment fails, we may suspend access to the Services until payment is received. We reserve the right to charge interest on overdue amounts at 3% per month or the maximum rate permitted by law, whichever is lower.

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 30 days to export your Customer Data
• After 30 days, we may delete Customer Data unless legally required to retain it
• 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 in standard formats (CSV, JSON, PDF) through the Services.

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:

• Beta features or services
• 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 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

You may terminate your subscription at any time by providing 30 days' notice. No refunds will be 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 right to access the Services immediately ceases
• You must pay all outstanding fees
• You have 30 days to export Customer Data
• 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.