Enterprise Terms of Service

1. Definitions and Interpretation

In these Terms, unless the context otherwise requires:

• Acceptable Use Policy or AUP means Cubiq Cloud's acceptable use policy, as updated from time to time.
• Authorised Users means the Customer's employees, contractors, or agents authorised to use the Service.
• Controller, Processor, Personal Data, Processing and Special Category Data have the meanings given in UK GDPR.
• Customer means the legal entity entering into these Terms.
• Customer Data means all data submitted to, stored in, generated by, or otherwise processed within the Service by or on behalf of the Customer.
• DPA means the Data Processing Agreement incorporated into these Terms.
• HIPAA means the United States Health Insurance Portability and Accountability Act of 1996 and its implementing regulations.
• Order Form means any order form or online checkout referencing these Terms.
• PHI means Protected Health Information as defined in HIPAA.
• Service means the Cubiq Cloud software platform and related services.
• Subscription Term means the period specified in an Order Form.

Headings are for convenience only and do not affect interpretation. References to “including” shall be construed without limitation.

2. Structure and Order of Precedence

2.1 These Terms govern the Customer's use of the Service.

2.2 The following documents form part of the contract:

• the Order Form;
• these Terms;
• the Data Processing Agreement; and
• for US Customers only, the HIPAA Business Associate Agreement.

2.3 In the event of conflict:

• the Order Form prevails over all other documents;
• these Terms prevail over the DPA and AUP;
• the DPA prevails over these Terms in relation to data protection matters; and
• the HIPAA BAA prevails solely in relation to PHI for US Covered Entities.

3. Scope of Service

3.1 The Service is a software tool. It does not provide clinical, medical, legal, or regulatory advice.

3.2 The Customer remains solely responsible for:

• clinical decisions, diagnosis and treatment;
• compliance with all applicable laws and regulations, including those of bodies such as the CQC, NHS, GMC, GDC or equivalent authorities; and
• ensuring a lawful basis for all Customer Data.

4. Licence Grant and Use Restrictions

Subject to these Terms and payment of fees, Cubiq Cloud grants a limited, non-exclusive, non-transferable licence to use the Service for internal business purposes. The Customer shall not reverse engineer, bypass security, upload malware, or use the Service unlawfully. The AUP forms part of these Terms.

5. Accounts, Access, and Security

The Customer is responsible for all activity under its account and must ensure secure, role-based access and prompt incident reporting.

6. Multi-Site and Group Use

The contracting entity is responsible for all sites and users unless otherwise agreed in writing.

7. Fees, Billing, and Auto-Renewal

Subscriptions automatically renew unless cancelled. Fees are exclusive of VAT and non-refundable unless required by law.

8. Service Changes and Availability

The Service is provided “as available”. No uptime commitment is given unless agreed in an Order Form.

9. Customer Data

Customer retains ownership of Customer Data and grants Cubiq Cloud a licence to process it to provide the Service.

10. Data Protection Framework

The Customer is Controller and Cubiq Cloud is Processor. The DPA governs processing and security.

11. Hosting and International Transfers

Data is hosted on AWS and may be accessed outside the UK/EEA, including from Indonesia. Transfers use the UK IDTA and/or UK SCC Addendum.

12. HIPAA (US Customers Only)

US Covered Entities must execute a HIPAA BAA. HIPAA does not displace UK law.

13. Confidentiality

Each party shall keep the other's Confidential Information confidential. These obligations survive termination.

14. Warranties

Each party warrants authority. The Customer warrants a lawful basis for all Customer Data.

15. Indemnity

The Customer indemnifies Cubiq Cloud for losses arising from breach or unlawful data use.

16. Limitation of Liability

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation.

Subject to the above, Cubiq Cloud's total liability under these Terms shall not exceed the fees paid by the Customer in the 12 months preceding the claim. Cubiq Cloud is not liable for indirect, consequential, or special losses.

17. Suspension and Termination

Cubiq Cloud may suspend access to the Service for legal or security reasons. Either party may terminate for material breach if not remedied within 30 days.

Upon termination, the Customer's access ceases and Customer Data may be deleted after 90 days unless otherwise agreed.

18. Force Majeure

Neither party is liable for failure to perform obligations due to events beyond reasonable control, including acts of God, war, terrorism, pandemic, government action, or infrastructure failure.

19. Assignment and Subcontracting

Cubiq Cloud may assign or subcontract its rights and obligations under these Terms. The Customer may not assign these Terms without prior written consent from Cubiq Cloud.

20. Notices

Legal notices must be in writing and sent to the registered office or email address specified in these Terms. Notices are deemed received on delivery (if by hand or courier), on transmission (if by email during business hours), or the next business day (if sent outside business hours).

21. General

• 21.1 Variation: Cubiq Cloud may update these Terms for legal, regulatory, or operational reasons by providing at least thirty (30) days' notice. If the Customer does not agree, it may terminate before the changes take effect. Continued use constitutes acceptance.
• 21.2 Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• 21.3 Waiver: Failure to enforce any provision does not constitute a waiver of that provision or any other provision.
• 21.4 Entire Agreement: These Terms constitute the entire agreement between the parties and supersede all prior agreements and understandings.
• 21.5 No Partnership: Nothing in these Terms creates a partnership, joint venture, or agency relationship between the parties.
• 21.6 Third Party Rights: No person who is not a party to these Terms has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision.
• 21.7 Survival: Clauses intended to survive termination (including confidentiality, liability, and data protection obligations) shall continue in effect.

22. Governing Law and Jurisdiction

These Terms are governed by the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with these Terms.