CAREFUL Platform End User Licence Agreement

1. About this agreement

This End User Licence Agreement (the "EULA") is a legal agreement between you and Careful Systems Limited ("CAREFUL", "we", "us" or "our"), a company registered in England and Wales (company number 10176186), with registered office at Vestry House, Laurence Pountney Hill, London EC4R 0EH, United Kingdom.

It governs your access to and use of the CAREFUL platform — the CAREFUL web application, mobile applications (iOS and Android), application programming interfaces (APIs), integrations, ambient voice and AI features, documentation and any related services we make available (together, the "Platform").

The Platform is also governed by:

our Privacy Notice;
our Website Terms;
any Data Processing Agreement, Master Services Agreement or order form between CAREFUL and the organisation that has authorised you to use the Platform (a "Customer"); and
the rules of the app store from which you obtained a CAREFUL mobile application ("Store Rules"), including Apple's standard EULA terms for App Store apps and Google's terms for Play Store apps.

Together with this EULA, these are the "CAREFUL Terms". If there is a conflict between this EULA and a written agreement signed between CAREFUL and a Customer, the signed agreement prevails for that Customer's users.

By creating an account, signing in, downloading a CAREFUL mobile application, or otherwise accessing or using the Platform, you agree to the CAREFUL Terms. If you do not agree, do not use the Platform.

2. Defined terms

"Authorised User" — an individual to whom a Customer has granted access to the Platform under that Customer's licence with CAREFUL.
"Customer Content" — any data, content, files, messages, audio recordings, transcripts or other material that you or a Customer submits to, generates within, or transmits via the Platform.
"Patient Identifiable Information" or "PID" — any information relating to an identified or identifiable patient, including name, contact details, NHS number or equivalent, clinical observations, medical history, medication and treatment.
"AVT" — CAREFUL's Ambient Voice Technology features, which record and process clinical conversations to generate structured notes and suggested actions.
"Healthcare Organisation" — the hospital, trust, health board, aged care provider, clinic or other organisation that has commissioned the Platform and that acts as the data controller for the patient and clinical-user data it places on the Platform.

3. Licence

Subject to your continued compliance with the CAREFUL Terms, we grant you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform on devices you own or control, for the purposes for which the Platform was made available to you by a Customer.

This licence ends automatically if your authorisation from the Customer ends, if your account is terminated or suspended, or if you breach the CAREFUL Terms.

3.1 Restrictions

You must not, and must not permit anyone else to:

use the Platform on any device you do not own or control;
share your login credentials, or allow another person to use your account;
distribute, sell, rent, lease, lend, sublicense or otherwise make the Platform available to any third party;
copy, modify, translate, adapt or create derivative works of the Platform, except to the limited extent expressly permitted by applicable law that cannot be excluded;
reverse engineer, decompile, disassemble or attempt to derive the source code of the Platform, except as permitted by applicable law that cannot be excluded;
circumvent, disable or interfere with security, authentication, rate-limiting, monitoring or access-control features;
access the Platform by any automated means (scrapers, bots, crawlers) except via APIs we make available to you;
use the Platform to develop, train or improve any competing product, machine learning model or large language model;
remove, obscure or alter any proprietary notices on the Platform;
use the Platform in any way that is unlawful, fraudulent, defamatory, harassing or discriminatory, or that infringes anyone's rights.

3.2 Eligibility

You must be at least 18 years old and legally able to enter into a binding contract to use the Platform. The Platform is intended for use by clinicians and other professionals in healthcare and aged-care settings. It is not designed for, and must not be offered to, members of the general public for self-directed clinical use.

4. Your account and credentials

You are responsible for everything done under your account.

You must:

keep your password and any other authentication credentials confidential;
enable any multi-factor authentication we or your Customer require;
log out of shared devices after use;
promptly notify your Customer's administrator and privacy@careful.online if you suspect any unauthorised access to your account or any other security incident.

We may suspend or revoke credentials at any time if we reasonably believe they have been compromised or misused.

5. Acceptable use — clinical context

You acknowledge that the Platform is used in environments where errors and misuse can cause real harm to patients. You agree to:

use the Platform only for legitimate clinical and operational purposes within your Customer's lawful scope of care;
enter Customer Content (including PID) that is accurate, relevant and not excessive in relation to the purpose;
treat all PID and other Customer Content with the duty of confidentiality that applies in your professional context, and in line with your Customer's information governance policies;
not enter, transmit or store PID about individuals who are not in your lawful care, or for whom you have no proper basis to process their information;
not export, screenshot, photograph or otherwise reproduce Customer Content (including chat messages, handover plans, voice recordings or transcripts) outside the Platform, except as permitted by your Customer's policies and applicable law;
not use the Platform to make consumer-style social communications unrelated to patient care;
comply with your professional regulator's standards (for example, the GMC, NMC, AHPRA or local equivalent).

A breach of this Section 5 may amount to professional misconduct as well as a breach of this EULA, and may be reported by us to your Customer.

6. Patient Identifiable Information

You acknowledge that for PID and other clinical Customer Content on the Platform, the Customer is the data controller and CAREFUL acts as the data processor on the Customer's documented instructions and under a written Data Processing Agreement.

You will:

enter PID and access PID only where you have a lawful basis and a clinical or operational need to do so;
comply with the UK GDPR, the Data Protection Act 2018, the EU GDPR (where applicable), the Australian Privacy Act 1988, the Cth Privacy Principles, and any other data-protection law that applies to you;
comply with the Caldicott Principles (UK) and equivalent national frameworks;
not transmit PID to anyone outside the Platform other than where the Customer's policies and the law permit.

If you are a patient, please see Section 4 of our Privacy Notice for how to exercise your rights — your healthcare provider is the first point of contact.

7. Clinical safety and intended use

The Platform is a clinical coordination and communication tool. It supports clinicians and care teams to plan, hand over, refer, message and track actions across patients.

The Platform is not a medical device under the UK MDR 2002, the EU MDR 2017/745 or the Australian Therapeutic Goods Act 1989. It does not diagnose, treat, cure or prevent disease, and it does not give clinical advice. Functions such as task assignment, handover, referral and messaging are workflow features and do not replace your clinical judgement, escalation pathways, or your obligations to act on your professional assessment of the patient.

Where the Platform integrates with electronic patient records, patient administration systems or HL7 / FHIR feeds, you remain responsible for verifying clinically significant information in its source system where time-critical decisions depend on it.

We operate the Platform in line with applicable clinical safety standards (including, where relevant to the deployment, DCB0129 / DCB0160 in the UK). Customers may request the relevant clinical safety case via hello@careful.online.

8. Ambient Voice Technology

If you use AVT features, you acknowledge and agree that:

AVT records audio of clinical conversations and processes that audio (including using machine learning and third-party AI service providers under contract to CAREFUL) to produce draft structured notes and suggested actions;
it is your responsibility to obtain any consent required by law and by your Customer's policies before recording any conversation with a patient, family member, or colleague;
you must clearly inform all participants that the conversation is being recorded;
draft outputs from AVT are not clinical records until you have reviewed, edited where necessary and accepted them;
you remain professionally accountable for the accuracy and completeness of any note, action or other record you accept or publish from AVT.

We will not use audio recordings, transcripts or other Customer Content from AVT to train general-purpose AI models. Sub-processor use is described in our Privacy Notice and Data Processing Agreement.

9. Mobile applications and Store Rules

If you obtained a CAREFUL application from the Apple App Store or Google Play, your use of that application is also subject to that store's terms.

Apple App Store users. You acknowledge that this EULA is between you and CAREFUL only — not Apple. Apple is not responsible for the Platform or its content. Your licence to use the iOS application is limited to use on Apple-branded products you own or control and as permitted by the Apple Media Services Terms. To the maximum extent permitted by law, Apple has no warranty obligation, no maintenance or support obligation, no liability for product or intellectual-property claims, and no responsibility for any failure to comply with applicable law in respect of the application. You confirm that you are not located in any country subject to a US Government embargo or designated as a "terrorist supporting" country, and that you are not on any US Government list of prohibited or restricted parties. Apple and Apple's subsidiaries are third-party beneficiaries of this EULA and may enforce it against you as such.

Google Play users. You acknowledge that the Google Play Terms of Service apply to your download and use of the Android application.

10. Intellectual property

The Platform — including all software, code, designs, user interfaces, trademarks, service marks, logos, documentation and any improvements, derivatives or feedback-driven changes — is and remains the property of CAREFUL and its licensors. All rights not expressly granted to you in the CAREFUL Terms are reserved.

You retain ownership of Customer Content. You grant CAREFUL a worldwide, royalty-free, non-exclusive licence to host, copy, transmit, display, process and otherwise use Customer Content strictly as necessary to operate the Platform, deliver our services, fulfil our contractual obligations to the Customer, comply with the law, and (in de-identified or aggregated form only) to monitor, secure and improve the Platform.

If you provide us with feedback or suggestions, you agree we may use them without restriction or compensation to you.

11. Third-party services and integrations

The Platform integrates with third-party services (including hosting, identity, messaging, push notifications, telephony, app stores, EPRs, PAS / ADT feeds, and AI providers). We use only providers we have assessed as appropriate for the data they handle, under written sub-processor contracts. A current list is available on request to privacy@careful.online.

We are not responsible for outages, defects, content or actions of third-party services we do not control, including networks of mobile carriers and the public internet.

12. Service availability and changes

We target the service-availability levels set out in our Disaster Recovery Architecture Policy. Service availability is not guaranteed by this EULA and may be subject to a separate written Service Level Agreement with a Customer.

We may, from time to time:

add, modify, remove or deprecate features;
carry out scheduled or emergency maintenance;
update the Platform, including by requiring you to download a new version of a mobile application;
modify integrations as required by changes in third-party services or applicable law.

We will give reasonable notice of material changes that adversely affect Authorised Users where it is practical to do so. Continued use after a change indicates acceptance of it.

13. Suspension and termination

We may suspend or terminate your access to the Platform, in whole or in part, with or without notice, if:

the Customer that authorises your access ends, suspends or restricts that authorisation;
you breach the CAREFUL Terms (including Sections 3, 5, 6 and 8);
we reasonably believe your account has been compromised, or that your use threatens the security, integrity or lawful operation of the Platform;
we are required to do so by law or by a regulator;
the Customer's agreement with CAREFUL ends.

On termination, the licence in Section 3 ends, you must stop using the Platform, and (where applicable) delete any CAREFUL mobile application from your devices. Sections that by their nature should survive termination — including Sections 6, 10, 14, 15, 16, 17 and 18 — survive.

14. Disclaimers

To the maximum extent permitted by law, the Platform is provided "as is" and "as available". We exclude all warranties, conditions and other terms not expressly set out in the CAREFUL Terms or any signed agreement with a Customer, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or that the Platform will be uninterrupted, secure or error-free.

Nothing in this Section limits warranties that cannot lawfully be excluded — including, in the UK, certain rights under the Consumer Rights Act 2015, and in Australia, the consumer guarantees under the Australian Consumer Law.

15. Limitation of liability

Nothing in the CAREFUL Terms limits or excludes either party's liability for:

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

Subject to that:

Neither party is liable for indirect, incidental, special, consequential or punitive losses, or for loss of profits, revenue, business, goodwill, anticipated savings, opportunity, or for loss or corruption of data, however arising.
Our total aggregate liability to you under or in connection with the CAREFUL Terms, in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the greater of (a) £100 (one hundred pounds sterling) or (b) the fees actually paid by you to CAREFUL for use of the Platform in the twelve months immediately before the event giving rise to the liability.

Where the Platform is licensed to you free of charge by your Customer, the cap in (b) above will be £100. Liability between CAREFUL and a Customer is governed by the relevant signed agreement, not this EULA.

You acknowledge that the allocation of risk in this Section reflects the price paid for the Platform and is a reasonable allocation between us.

16. Indemnity

You will indemnify and hold CAREFUL, its officers, employees, agents and licensors harmless from any third-party claim, demand, loss, damage, cost or expense (including reasonable legal fees) arising out of or related to:

your breach of the CAREFUL Terms;
your misuse of the Platform, including any unlawful or unauthorised entry, transmission or disclosure of PID or other Customer Content;
your failure to obtain a consent required under Section 8 (AVT); or
your failure to keep your credentials secure.

We will use reasonable efforts to cooperate with you in defending any such claim. We may at our option, and at your expense, assume control of the defence and settlement of any claim subject to indemnification by you.

17. Export controls and lawful use

You will comply with all applicable export-control, sanctions, anti-bribery and anti-corruption laws in your use of the Platform. You confirm that you are not located in, ordinarily resident in, or a national of any country or region subject to comprehensive UK, EU, UN or US sanctions, and that you are not on any prohibited- or restricted-party list maintained by those authorities.

18. Governing law and disputes

The CAREFUL Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction over any dispute arising out of or in connection with the CAREFUL Terms.

If you are resident in a jurisdiction whose mandatory consumer or data-protection law gives you stronger rights than the laws of England and Wales, those mandatory rights are not affected by this Section.

19. Changes to this EULA

We may revise this EULA from time to time. We will update the version number and "Effective date" at the top when we do. Material changes will be notified through the Platform, by email to your registered address, or via your Customer. Your continued use after the change indicates your acceptance. If you do not accept a change, stop using the Platform.

20. General

Assignment. You may not assign or transfer your rights under the CAREFUL Terms. We may assign ours to an affiliate or successor in connection with a corporate transaction.
Notices. Notices to CAREFUL must be sent to legal@careful.online, copied to the registered office above. We may give notice to you via the Platform, by email or via your Customer.
No waiver. A failure to enforce any part of the CAREFUL Terms is not a waiver of the right to do so later.
Severability. If any part of the CAREFUL Terms is found unenforceable, the remainder continues in force.
No partnership. Nothing in the CAREFUL Terms creates a partnership, agency or employment relationship between you and CAREFUL.
Third-party rights. Except as expressly stated (including Section 9 in respect of Apple and Apple's subsidiaries), no one other than the parties has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce the CAREFUL Terms.
Entire agreement. The CAREFUL Terms, together with any signed agreement between CAREFUL and your Customer, are the entire agreement between you and CAREFUL in relation to the Platform.

21. Contact

Careful Systems Limited Vestry House, Laurence Pountney Hill, London EC4R 0EH, United Kingdom Company number 10176186

General enquiries: hello@careful.online Privacy and data protection: privacy@careful.online Legal notices: legal@careful.onlineUK: +44 (0) 800 955 2273 · Australia: +61 418 795 537 · UAE: +971 50 305 4502