Terms and Conditions

Please read these Terms and Conditions carefully. These Terms and Conditions, together with any applicable Order, relevant service description, CareScribe privacy notice, and any agreed data protection terms or data processing agreement, set out the terms on which CareScribe makes the relevant Medincle products and services available.

By placing an Order, entering into an agreement with CareScribe in respect of the relevant products/services, or accessing or using them, you agree to be bound by these Terms.

These Terms may apply to direct individual purchases, direct business or organisational purchases, and reseller, employer, funder or other approved purchasing routes, subject in each case to the applicable Order, checkout flow or approved ordering process.

If there is any conflict between:

an applicable Order and these Terms, the Order prevails to the extent of the conflict;
any agreed data processing terms or data processing agreement and these Terms on data protection matters, the data processing terms or data processing agreement prevail to the extent of the conflict; and
these Terms and any applicable third-party terms governing third-party components, the third-party terms prevail in relation to those components only.

1. Definitions

In these Terms:

CareScribe means CareScribe Limited.

Customer, you or your means the individual, business, organisation or other legal person purchasing, accessing or using the relevant products/services.

Customer Data means data, information, content and materials that the Customer or its authorised users input into, upload to, submit to, generate through, or otherwise process using the relevant products/services, together with related outputs generated through use of them.

Medincle IP means intellectual property owned or controlled by Medincle and used in or with the relevant products/services.

Order means an order form, online order, subscription confirmation, quotation, reseller order, purchase flow or other approved ordering process issued or approved by CareScribe.

Service means the relevant Medincle products, software, services, content, documentation and related materials made available by CareScribe under the applicable Order.

Subscription Term means the subscription term or service period stated in the applicable Order.

Word List(s)' means the list(s) of sector specific words which accompany the Software.

2. Relationship between CareScribe and Medincle

2.1 CareScribe Limited and Medincle Ltd. are separate companies under common ownership/control.

2.2 CareScribe is the front-facing company, contracting entity, operator and service provider for the relevant products/services.

2.3 Medincle owns certain underlying Medincle IP only.

2.4 You may therefore see Medincle referenced only in connection with underlying intellectual property. Medincle’s involvement does not make Medincle the provider of the relevant products/services.

3. Ordering, contracting and scope

3.1 CareScribe is the customer-facing contracting entity.

3.2 Orders may be placed through CareScribe-approved routes, including direct online individual purchase flows, direct business or organisational purchase flows, written orders, reseller routes, employer or funder-supported routes, and approved billing/payment workflows.

3.3 The scope of the Service, applicable features, user limits, usage limits, support entitlements, service levels and any product-specific terms are as set out in the applicable Order, service description or supporting CareScribe documentation.

3.4 CareScribe performs the relevant customer-facing and operational activities connected with the Service.

3.5 CareScribe may update, change or improve the Service from time to time, provided that CareScribe does not materially reduce the overall functionality of the Service during the current Subscription Term except where reasonably necessary for legal, security, compliance or safety reasons.

4. Fees and payment

4.1 Fees, invoicing terms and payment terms are as set out in the applicable Order or, for direct online purchases, the applicable CareScribe checkout or payment flow.

4.2 Unless otherwise stated in the applicable Order, CareScribe invoices are payable within thirty (30) days of receipt.

4.3 If payment is overdue, CareScribe may suspend access to or support for the Service after giving reasonable notice, to the extent permitted by the applicable Order or law.

4.4 CareScribe may increase or vary fees on renewal or for a new Order by giving reasonable prior notice, unless a different pricing mechanism is stated in the applicable Order.

5. Term and termination

5.1 These Terms apply from the date the Customer accepts them or first accesses or uses the Service and continue for the applicable Subscription Term unless earlier terminated in accordance with these Terms or the applicable Order.

5.2 If an Order provides for renewal, the Subscription Term will renew in accordance with that Order unless either party gives any non-renewal notice required by the Order.

5.3 Either party may terminate the applicable Order or Service arrangement immediately by written notice if the other party:

commits a material breach and fails to remedy that breach within fourteen (14) days after written notice; or
becomes insolvent or unable to pay its debts as they fall due.

5.4 CareScribe may suspend or terminate the Service on written notice if the Customer fails to pay undisputed amounts due, uses the Service unlawfully, materially breaches these Terms, or creates a material security, misuse or compliance risk.

5.5 On termination or expiry:

the Customer’s right to access and use the Service ends;
the Customer must cease using the Service;
accrued payment obligations and any rights intended to survive termination continue; and
where the Service includes stored Customer Data, CareScribe will handle export, return, deletion or retention of that data in accordance with the applicable Order, privacy notice, any agreed data processing terms, and applicable law.

6. Licence, intellectual property and Customer Data

6.1 Subject to payment of applicable fees and compliance with these Terms, CareScribe grants the Customer a limited, non-exclusive, non-transferable right during the applicable Subscription Term to access and use the Service for its internal business or personal use (as applicable) for the agreed purpose.

6.2 The Service and all intellectual property rights in it are owned by CareScribe and/or its licensors, except for:

Customer Data; and
underlying Medincle IP, which remains owned by Medincle or its licensors.

6.3 Nothing in these Terms transfers ownership of Medincle IP, the Service, or related intellectual property to the Customer.

6.4 As between the parties, the Customer retains all right, title and interest in and to Customer Data.

6.5 The Customer grants CareScribe a non-exclusive, royalty-free right during the Subscription Term to host, copy, process, transmit and otherwise use Customer Data solely as necessary to provide, maintain, support, secure and improve the Service in accordance with these Terms, the applicable privacy notice, and any agreed data processing terms.

6.6 Except as expressly permitted by these Terms, the applicable Order or law, the Customer must not copy, reverse engineer, decompile, disassemble, sub-license, resell, distribute, create derivative works from, or otherwise misuse the Service.

7. Support

7.1 CareScribe owns and performs the customer-facing support route.

7.2 Support requests must be submitted to the help desk or via email at [email protected], or through any other applicable CareScribe-designated support route published or stated in the relevant website, help-centre, checkout flow, Order or support materials for the relevant product/service.

7.3 Customer-facing support should not be routed to Medincle unless CareScribe internally escalates an issue to Medincle for strictly necessary IP-owner input.

7.4 Any support response targets, service levels or support scope are only binding to the extent expressly stated in the applicable Order or written service documentation.

8. Privacy and data protection

8.1 Each party will comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018, to the extent it applies to that party’s activities.

8.2 CareScribe acts as controller for personal data it processes for its own front-facing business purposes in connection with the Service, including account administration, ordering, billing, support, complaints, relationship management, and related commercial or compliance activities, as described in the applicable CareScribe privacy notice.

8.3 Where CareScribe processes personal data on the Customer’s behalf in connection with providing the Service, the Customer is the controller and CareScribe is the processor, subject to any agreed data processing terms or data processing agreement.

8.4 Personal data will be handled in accordance with the applicable CareScribe privacy notice and any applicable data protection terms. Where limited historic contractual, finance, legal/compliance, security, legacy-system or transition/separation/exit data needs to be retained or accessed by Medincle, that handling will remain subject to applicable law, the relevant privacy notice and appropriate controls.

8.5 The Customer is responsible for ensuring it has all necessary rights, notices, consents, instructions and lawful basis required for its use of the Service and for Customer Data it provides or causes to be processed through the Service.

8.6 Customer-facing privacy queries, complaints and requests under these Terms must use the applicable CareScribe privacy contact route published on the relevant website, product, checkout flow, Order or contract materials, and not a Medincle-facing contact route unless CareScribe expressly states otherwise.

9. AI and product improvement

9.1 Customer Data must not be used to train, fine-tune, benchmark or improve generative AI models unless expressly assessed, approved and disclosed where required.

9.2 Where the Service uses third-party large language models or comparable AI providers for inference, CareScribe will use providers subject to appropriate contractual, security and privacy controls, including zero-retention or equivalent controls where applicable to the approved use case.

9.3 CareScribe may collect and analyse anonymised, de-identified and aggregated usage or performance data and metadata to operate, secure, support and improve the Service, provided that such data does not identify the Customer or any individual.

10. Customer responsibilities and acceptable use

10.1 The Customer is responsible for:

all use of the Service by its authorised users;
keeping access credentials secure;
providing accurate information where needed;
complying with applicable law; and
ensuring Customer Data and use of the Service do not infringe the rights of others.

10.2 The Customer must not, and must not permit any user or third party to:

use the Service unlawfully, fraudulently, abusively or in a way that infringes the rights of others;
use the Service to transmit, store or process unlawful, harmful, misleading, defamatory, obscene or infringing material;
use the Service in a way that interferes with its operation, security or integrity;
use the Service as a bureau service or otherwise make it available to third parties except as expressly permitted; or
circumvent technical limits, security controls or contractual usage restrictions.

11. Warranties and disclaimers

11.1 CareScribe will provide the Service with reasonable skill and care.

11.2 CareScribe warrants that it has the right to make the Service available to the Customer.

11.3 Except as expressly stated in these Terms, the applicable Order or mandatory law, the Service is provided “as is” and implied warranties, conditions and guarantees are excluded to the fullest extent permitted by law.

11.4 CareScribe does not warrant or guarantee that the Service, including any software, word lists or related functionality, will be comprehensive, accurate, up to date or error-free.

11.5 Without limiting clause 11.4, CareScribe does not warrant or guarantee that the Service, software, word lists or related functionality will identify, or correctly identify:

the correct spelling required by the user where spellchecking is concerned;
the word dictated by the user where dictation is concerned; or
the user’s intended word where word prediction or similar functionality is used.

11.6 The Customer and its authorised users remain responsible for reviewing, checking, selecting and using the appropriate terms, words and content in any documents, correspondence or other materials they create using the Service, software, word lists or related functionality.

11.7 The Customer remains responsible for reviewing outputs and determining whether they are accurate, appropriate and suitable for the Customer’s purposes.

11.8 Where the Service involves transcription, speech recognition, text generation, notes, captions, summaries, or similar automated output, CareScribe does not guarantee that outputs will always be complete, accurate or error-free.

12. Suspension and security

12.1 CareScribe may suspend access to the Service where reasonably necessary for security, legal compliance, suspected misuse, protection of the Service, investigation of a breach, or non-payment.

12.2 Where reasonably practicable, CareScribe will give prior notice of a suspension and will restore access once the relevant issue has been resolved or sufficiently mitigated.

13. Intellectual property infringement indemnity

13.1 CareScribe will defend the Customer against any third-party claim alleging that the Customer’s authorised use of the Service in accordance with these Terms infringes that third party’s intellectual property rights and will indemnify the Customer for amounts finally awarded against the Customer by a court of competent jurisdiction or agreed in settlement by CareScribe.

13.2 This clause 13 does not apply to claims arising from:

Customer Data or other materials provided by the Customer or its users;
modification of the Service by anyone other than CareScribe;
use of the Service in combination with products, software, hardware or data not provided or approved by CareScribe, where the claim would not have arisen otherwise; or
use of the Service other than in accordance with these Terms or the applicable Order.

13.3 The Customer must:

notify CareScribe promptly in writing of the claim;
give CareScribe sole control of the defence and settlement of the claim; and
provide reasonable assistance at CareScribe’s expense.

13.4 If such a claim is made or, in CareScribe’s reasonable opinion, is likely to be made, CareScribe may:

procure the right for the Customer to continue using the Service;
modify or replace the affected part of the Service so it becomes non-infringing; or
terminate the affected Service and refund any prepaid, unused fees for the affected remainder of the Subscription Term.

14. Liability

14.1 Nothing in these Terms limits or excludes liability for:

death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; or
any liability that cannot lawfully be limited or excluded.

14.2 Subject to clause 14.1, neither party is liable for any indirect, special or consequential loss, or for loss of profit, loss of revenue, loss of business opportunity, loss of goodwill, or loss of anticipated savings.

14.3 Subject to clause 14.1 and clause 14.4, each party’s total aggregate liability arising in connection with the applicable Order or Service, whether in contract, tort (including negligence) or otherwise, is limited to 150% of the fees paid or payable under the applicable Order in the twelve (12) months preceding the event giving rise to the claim, or, if the claim arises in the first twelve (12) months, 150% of the fees payable for the first twelve (12) months of the applicable Order.

14.4 For liability arising from breach of clause 8 (Privacy and data protection), clause 15 (Confidentiality), or clause 13 (Intellectual property infringement indemnity), each party’s total aggregate liability is limited to the greater of:

£50,000; and
150% of the fees paid or payable under the applicable Order in the twelve (12) months preceding the event giving rise to the claim.

14.5 The Customer acknowledges that the limitations and exclusions in these Terms are reasonable in light of the nature of the Service and the fees charged.

15. Confidentiality

15.1 Each party must keep confidential information received from the other party confidential and use it only for purposes connected with the Service and the applicable Order.

15.2 A party may disclose confidential information to its employees, contractors, professional advisers and service providers who need to know it for those purposes and are bound by appropriate confidentiality obligations.

15.3 This clause does not apply to information that the receiving party can show:

is or becomes public other than through breach of confidence;
was lawfully known by it before disclosure;
is lawfully received from a third party without restriction; or
is independently developed without use of the disclosing party’s confidential information.

15.4 A party may disclose confidential information where required by law, court order or a competent regulator, provided it gives prompt notice where legally permitted.

16. Third-party software and components

16.1 The Service may include third-party software, services, open-source components, AI providers, hosting services or integrations.

16.2 The Customer agrees to comply with any applicable third-party terms governing those components where those terms are made available or incorporated into the Service or Order.

17. Word list and intellectual property notices

17.1 The biomedical word list was created by Medincle Limited. All copyright, database rights and other intellectual property rights in the biomedical word list belong to Medincle Limited. Copyright © Medincle Limited 2012–2026. All rights reserved.

17.2 The legal, geological and botanical word lists are provided by Oxford University Press and are used under licence. All copyright, database rights and other intellectual property rights in those word lists belong to Oxford University Press. Copyright © Oxford University Press 2015–2026. All rights reserved.

18. Changes to these Terms

18.1 CareScribe may update these Terms from time to time for legal, regulatory, operational, security or service reasons.

18.2 Any updated Terms will be published or otherwise made available through the relevant CareScribe route.

18.3 Material changes will apply to a new Order, renewal, or other future commitment unless earlier application is reasonably required for legal, regulatory, security or safety reasons.

19. Consumer cancellation rights

18.1 This clause 18 applies only where the Customer is an individual acting wholly or mainly outside that person’s trade, business, craft or profession.

18.2 If this clause applies, the Customer may have a legal right to cancel within fourteen (14) days under applicable consumer law.

18.3 If the Customer asks for the Service to begin, be accessed, downloaded or used before the cancellation period ends, the Customer acknowledges that cancellation rights may be reduced or lost to the extent permitted by law once performance begins.

18.4 To exercise cancellation rights, the Customer should use the help desk, or use the cancellation form in Annex 1 and send it by email to [email protected].

20. General

20.1 Neither party is liable for delay or failure caused by events beyond its reasonable control.

20.2 The Customer may not assign, transfer or otherwise deal with its rights or obligations under these Terms without CareScribe’s prior written consent, unless the applicable Order states otherwise.

20.3 CareScribe may assign or transfer its rights or obligations under these Terms to an Affiliate or as part of a merger, acquisition, reorganisation or transfer of the relevant business.

20.4 If any provision of these Terms is held to be invalid, illegal or unenforceable, the remainder remains in effect.

20.5 A failure or delay in exercising a right under these Terms does not waive that right.

20.6 No term of these Terms is enforceable by any person who is not a party under the Contracts (Rights of Third Parties) Act 1999.

20.7 These Terms and the applicable Order constitute the entire agreement between the parties in relation to the Service, except for any documents expressly incorporated by reference.

20.8 These Terms are governed by the laws of England and Wales and the courts of England and Wales have exclusive jurisdiction, unless otherwise required by law.

Annex 1

Consumer cancellation form

(Complete and return this form only if you wish to withdraw from the contract)

To: CareScribe Limited

I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract for the supply of the following Service:

Ordered on:

Name of Consumer(s):

Address of Consumer(s):

Signature of Consumer(s) (only if this form is notified on paper):

Date:

[*] Delete as appropriate