Terms of Service

1.About us and these terms

Clovaar is provided by Clovaar Ltd, registered in England and Wales under company number 17372298. In these terms we and us mean that company, and you means the clinic or other organisation that holds the subscription.

A contract is formed when we confirm your subscription, or when you first access the platform, whichever is earlier. If you are agreeing to these terms on behalf of a clinic, you confirm you have authority to bind it.

These terms, the Data Processing Agreement and the Privacy Policy are the whole agreement between us, and replace anything said or written beforehand. Nothing in this paragraph limits liability for fraud or fraudulent misrepresentation.

2.Definitions

• Platform means the Clovaar software, including the clinic application, the patient-facing portal and booking pages, and any associated services we provide.
• Your Data means everything you or your users put into the Platform, or that your patients submit through it. This includes patient records, clinical notes, consent forms, images, stock records and financial records.
• User means an individual you authorise to access the Platform under your subscription.
• Subscription means your right to use the Platform for the period you have paid for.
• Patient means an individual whose records you hold in the Platform.

3.The service and eligibility

We grant you a non-exclusive, non-transferable right to use the Platform for your own clinic's business for as long as your Subscription is active, on these terms.

To subscribe you must be at least 18, be authorised to act for the clinic, and operate lawfully in the United Kingdom. Clovaar is designed around UK regulation and we do not currently offer it elsewhere.

We continue to develop the Platform. We may add, change or withdraw features. Where a change materially reduces the functionality you rely on, we will give you at least 30 days' notice, and if the change is materially detrimental to you, you may terminate without penalty and receive a refund for the unused part of your Subscription.

4.Accounts, users and security

• Each User must have their own account. Shared logins are not permitted, because an audit trail that cannot identify who did something is worthless in a clinical setting.
• You are responsible for everything done under your account and your Users' accounts.
• Keep credentials secure, use two-factor authentication as prompted, and remove a User's access promptly when they leave.
• Tell us immediately at [email protected] if you believe an account has been compromised.
• The information you give us when opening and running the account must be accurate and kept up to date.

5.Fees, payment and trials

The Subscription price is the one shown to you when you subscribe. Subscriptions run monthly and renew automatically each month until cancelled. Payment is taken in advance by card through our payment provider, Stripe. We do not receive or store your card number.

Where a free trial is offered, we will tell you its length and, if we ask for card details at the start, the date of the first charge. You can cancel at any time during a trial and you will not be charged.

Some features are charged separately by usage, most notably text message credits, which are bought as bundles and consumed as messages are sent. Credits are non-refundable once purchased and do not expire while your Subscription is active.

Prices exclude VAT. Where VAT becomes chargeable it will be added at the prevailing rate and shown on your invoice. We may change our prices, but not during a period you have already paid for, and we will give at least 30 days' notice before a change takes effect on renewal. If you do not accept a price change you may cancel before it applies.

If a payment fails, we will tell you and try again. If it remains unpaid we may restrict access to the Platform after a reasonable grace period. Your Data is not deleted because of non-payment, and you will be able to export it. We will not hold records hostage over an unpaid invoice, because they are patient records and you may have a legal obligation to retain and produce them.

6.Cancellation and renewal

• You can cancel at any time from your account settings, with effect from the end of the month you have paid for. You keep access until then.
• We do not refund part-months, except where these terms say otherwise or where the law requires it.
• Cancelling stops the renewal. It does not immediately delete anything: section 8 and the Data Processing Agreement set out what happens to Your Data.
• If you cancel because we have breached these terms and not put it right within 30 days of you telling us, you are entitled to a refund of the unused part of your Subscription.

7.Your data, and our access to it

Your Data belongs to you. We claim no ownership of it. We hold it on your behalf as your data processor, on the terms of the Data Processing Agreement, which forms part of this contract.

You grant us only the licence we need to host, back up, transmit, display and process Your Data in order to provide the Platform to you and your patients.

We do not use your patient data to train artificial intelligence models, our own or anyone else's, and our suppliers are contractually prevented from doing so.

We may produce statistics about how the Platform is used, for example how often a feature is opened or how long a page takes to load, and use them to run and improve the service. These are aggregated and contain nothing that identifies a patient, a clinic or an individual.

Our staff access Your Data only where it is needed to operate the service, to investigate a fault or security incident, or where you ask us to help with a support request. Such access is restricted and logged.

You can export Your Data at any time while your Subscription is active. What happens after it ends is set out in section 10 of the Data Processing Agreement: 30 days to export, deletion from live systems within 90 days, and removal from backups within 6 months.

8.Your responsibilities and acceptable use

You are responsible for the accuracy, quality and lawfulness of Your Data, for having a lawful basis to record it, and for holding the professional registrations, insurance and regulatory permissions your clinic needs to operate. Clovaar records what you do; it does not authorise you to do it.

You must not:

• Use the Platform unlawfully, fraudulently, or to harm anyone.
• Send marketing through the Platform to people who have not consented where consent is required, or who have opted out.
• Attempt to gain unauthorised access to the Platform, another clinic's data, or any system connected to it, or test its security without our prior written permission.
• Copy, reverse engineer, decompile, or attempt to derive the source code of the Platform, except to the extent the law says you may despite this restriction.
• Resell, sublicense, or provide the Platform as a service to a third party without our written agreement.
• Upload anything containing a virus or other malicious code, or anything unlawful or infringing.
• Use the Platform to store records for a business that is not yours, or for patients who are not yours.

Attempting to gain unauthorised access to a computer system is a criminal offence under the Computer Misuse Act 1990. We report suspected offences and cooperate with the authorities.

9.Clinical responsibility, and what Clovaar is not

Specifically:

• Clovaar is not a medical device within the meaning of the UK Medical Devices Regulations 2002, and is not registered as one. It is not intended for diagnosis, prevention, monitoring, prediction, prognosis, treatment or alleviation of disease. It records what a clinician has decided and done.
• AI features produce drafts, not records. A note drafted from a consultation, a summary, or a stock document read automatically is a starting point that a qualified person must read, correct and approve. Nothing becomes part of the clinical record until a clinician saves it. AI systems can misinterpret and can omit. You must not sign a note you have not read.
• Alerts and prompts are aids, not safeguards. Allergy banners, expiry warnings, low-stock alerts, contraindication prompts and reminders are there to help you notice things. They depend entirely on what has been recorded, and they do not replace clinical assessment, checking the product in your hand, or asking the patient.
• Consent forms are templates. The consent content supplied with the Platform is a starting point. You are responsible for making sure the wording you use is clinically and legally adequate for the treatment you provide, and for keeping it current. We do not provide legal or clinical advice on it.
• Retention is your decision. There is no single statutory retention period for a private UK aesthetics clinic. The Platform lets you keep, lock and erase records; choosing and justifying the period is your responsibility as controller.
• Prescription-only medicines. Where the Platform records prescribing, dispensing or named-patient stock, it records what you tell it. Compliance with the Human Medicines Regulations 2012 and your professional obligations is yours.

You must keep the ability to work if the Platform is unavailable. Do not rely on it as your only means of knowing who is due to attend or what a patient is allergic to on a given day.

10.Availability, maintenance and support

We aim for 99.5% availability each calendar month, measured excluding scheduled maintenance and anything outside our reasonable control.

• Scheduled maintenance is announced at least 48 hours in advance and, wherever possible, carried out outside normal clinic hours.
• Urgent maintenance to fix a fault or close a security hole may be carried out without notice. We will tell you as soon as we reasonably can.
• Backups are taken daily and retained for 30 days.
• Support is provided by email at [email protected] during UK business hours. We aim to acknowledge within one working day and prioritise anything preventing clinical work.

If availability falls materially below the target in a month, tell us and we will agree a fair remedy, normally a credit against your next invoice.

11.Taking payments from your patients

If you choose to take card payments from your patients through the Platform, you do so under your own agreement with the payment provider, Stripe. Money from your patients goes to your account, not to ours. We never hold your patients' funds.

You are responsible for complying with the payment provider's terms, for refunds, chargebacks and disputes with your patients, and for the lawfulness of what you charge for. Our responsibility is limited to passing instructions to the provider correctly and recording the outcome.

12.Intellectual property

The Platform, its software, design, documentation, and the Clovaar name and branding, belong to us or our licensors. These terms grant you a right to use the Platform, not any ownership of it.

If you send us feedback, suggestions or ideas about the Platform, we may use them freely without any obligation to you. This does not give us any right to Your Data.

13.Confidentiality

Each of us will keep the other's confidential information confidential, use it only for the purposes of this contract, and protect it as carefully as our own. This does not apply to information that is public through no fault of the receiver, was already lawfully known, or must be disclosed by law or a regulator, in which case the disclosing party will be told first where it is lawful to tell them. These obligations continue for three years after the contract ends, and indefinitely for anything that is personal data or a clinical record.

14.Suspension and termination

We may suspend your access, in whole or in part, where:

• We reasonably believe the Platform is being used unlawfully or in breach of section 8, and suspension is proportionate.
• There is a security risk to the Platform, to Your Data, or to another clinic.
• Fees remain unpaid after we have told you and given a reasonable time to pay.
• We are required to by law.

We will tell you why, and lift the suspension once the cause is resolved. We will limit suspension to what is necessary and, wherever we can, preserve read access so you can still meet your obligations to your patients.

Either of us may terminate immediately on written notice if the other materially breaches these terms and does not put it right within 30 days of being told, or becomes insolvent. We may terminate for convenience on 90 days' notice, refunding the unused part of your Subscription, so that you have time to move to another system.

15.Warranties and disclaimers

We warrant that we will provide the Platform with reasonable skill and care, in accordance with these terms, and in a manner that complies with the Data Protection Law obligations that apply to us.

Beyond that, and to the extent the law allows, we exclude all other warranties, conditions and terms that would otherwise be implied. In particular we do not warrant that the Platform will be uninterrupted or error free, that it will meet requirements we have not agreed with you in writing, or that any AI-generated output will be accurate or complete.

You are responsible for protecting your own devices and networks. We take reasonable care to keep the Platform free of malicious code but cannot guarantee it.

16.Liability

Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

Subject to that, neither of us is liable to the other for loss of profit, loss of business, loss of goodwill or reputation, loss of anticipated savings, or any indirect or consequential loss, however caused.

Subject to the paragraphs above, our total liability arising out of or in connection with this contract in any 12-month period is limited to the greater of the fees you paid us in the 12 months before the claim arose, or £1,000.

We are not liable for a clinical decision, for the accuracy of what you or your Users record, or for your failure to check an AI-generated draft before saving it. Section 9 explains why.

You should hold professional indemnity insurance appropriate to the treatments you provide. This contract is not a substitute for it.

17.Indemnity

You will indemnify us against claims, losses and reasonable costs arising from Your Data being unlawful or infringing, from your use of the Platform in breach of section 8, or from your failure to have a lawful basis for personal data you asked us to process. We will tell you promptly of any such claim, let you conduct the defence if you wish, and not settle without your agreement.

18.Changes to these terms

We may change these terms. We will give account holders at least 30 days' notice by email of any material change, and the date at the top of this page will always show the current version. If you do not accept a material change, you may cancel before it takes effect and receive a refund of the unused part of your Subscription. Continuing to use the Platform after a change takes effect means you accept it.

19.General

• Assignment. You may not transfer your rights under this contract without our written consent, which we will not unreasonably withhold. We may transfer ours to a company that acquires our business, and will tell you if we do. Your rights will not be reduced.
• Third parties. Nobody other than you and us has any right to enforce these terms.
• Severance. If a provision is found unenforceable, the rest continues in force.
• Waiver. A delay in enforcing a right is not a waiver of it.
• Force majeure. Neither of us is liable for a failure caused by something genuinely outside our reasonable control, provided we tell the other promptly and work to resolve it. This does not excuse a failure to pay.
• Notices. Notices to you go to the email address on your account. Notices to us go to [email protected]

20.Governing law, disputes and contact

These terms and any dispute arising from them, whether contractual or not, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

Before starting proceedings, please raise the issue with us so we have a chance to resolve it. Most things are settled faster by a conversation than by correspondence.

Contact us about these terms at [email protected].