Terms of Service

This Subscription Agreement ("Agreement") is entered into between Stellar AI Ltd, a company incorporated in England and Wales with registered number 16052397 ("Provider"); and the legal entity accepting this Agreement or entering into an Order referencing it ("Customer"). The Provider and the Customer are each a "Party" and together the "Parties".

Part I – Terms

1. Structure, Formation and Interpretation

1.1 Formation of Agreement

This Agreement governs the Customer's access to and use of the Stellar Dental Notes software-as-a-service platform (the "Service"). The Agreement becomes legally binding on the earlier of:

• (a) the Customer executing an Order referencing this Agreement;
• (b) the Customer completing an online subscription process referencing this Agreement; or
• (c) the Customer accessing or using the Service following presentation of this Agreement.

By entering into this Agreement, the Customer confirms that it is acting in the course of its business and not as a consumer.

1.2 Contractual Structure

This Agreement consists of:

• Part I – Terms
• Schedule 1 – Definitions
• Schedule 2 – Service Levels
• Schedule 3 – Acceptable Use Policy
• Schedule 4 – Service Evolution and Change

A separate Data Processing Agreement ("DPA") is incorporated by reference and forms part of this Agreement. In the event of conflict between this Agreement and the DPA, the DPA shall prevail solely in relation to data protection matters.

In the event of inconsistency between the documents forming this Agreement, the following order of precedence shall apply: (1) The Order (if any); (2) The Terms; (3) The Schedules.

1.3 Nature of the Service

The Service is a cloud-hosted clinical documentation assistance platform designed for use by dental professionals. The Service includes:

• Speech-to-text transcription functionality;
• AI-assisted drafting of clinical notes;
• Secure storage of generated notes and transcripts;
• Administrative workflow tools.

The Service does not provide automated clinical decision-making functionality and is not intended to diagnose, treat, recommend or determine clinical outcomes.

1.4 Business-to-Business Basis

The Parties acknowledge that this Agreement is entered into strictly on a business-to-business basis. The Customer represents that it is: (a) a dental practice, clinician, healthcare provider, or entity operating in a professional capacity; and (b) not acting as a consumer within the meaning of applicable UK consumer protection legislation.

1.5 Modifications to the Agreement

The Provider may update this Agreement from time to time for legal, regulatory or operational reasons. Any material changes shall: (a) be notified to the Customer not less than thirty (30) days prior to taking effect; and (b) apply from the next Renewal Term following expiry of the notice period. Continued use of the Service following the effective date of a notified update constitutes acceptance of the revised Agreement.

2. Grant of Rights and Licence

2.1 Licence Grant

Subject to payment of applicable Fees and compliance with this Agreement, the Provider grants to the Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to: (a) access and use the Service; and (b) permit its authorised clinicians and staff ("Authorised Users") to access and use the Service, solely for the Customer's internal professional dental practice operations.

2.2 Scope Restrictions

The Customer shall not, and shall not permit any third party to:

• copy, modify, adapt, translate, or create derivative works of the Service;
• reverse engineer, decompile, disassemble or attempt to derive source code;
• use the Service to build or support a competing product or service;
• provide access to the Service to any third party except Authorised Users;
• resell, lease, license, distribute or commercially exploit the Service;
• access the Service for benchmarking or competitive analysis purposes without written consent.

2.3 Authorised Users

The Customer is responsible for: (a) all acts and omissions of its Authorised Users; (b) ensuring that login credentials are kept confidential; (c) promptly disabling access for personnel who leave its organisation. User accounts are personal and must not be shared.

3. AI Functionality and Clinical Responsibility

3.1 Nature of AI Assistance

The Service includes artificial intelligence and machine learning functionality that generates draft clinical documentation ("AI Output") based on spoken input, typed input, and/or contextual information provided by the Customer. AI Output is generated automatically and may contain inaccuracies, omissions, formatting errors or misinterpretations.

3.2 No Medical Advice

The Service does not provide medical advice; does not diagnose conditions; does not determine treatment plans; does not replace professional clinical judgement. All AI Output is assistive only.

3.3 Mandatory Clinical Review

The Customer acknowledges and agrees that: (a) all AI-generated documentation must be reviewed, verified and approved by a qualified clinician before being relied upon; (b) the clinician remains solely responsible for ensuring accuracy, completeness and appropriateness of clinical records; (c) no clinical record should be finalised without human review. The Provider shall have no liability for any clinical decision, omission, or treatment outcome arising from reliance on unreviewed or inadequately reviewed AI Output.

3.4 Risk Allocation

The Customer accepts full responsibility for: (a) clinical record integrity; (b) compliance with NHS and professional regulatory standards; (c) decisions regarding patient care; (d) determining whether AI Output is appropriate for use in a given context. The Provider's role is limited to providing documentation assistance tools.

3.5 AI Limitations

The Customer acknowledges that AI systems:

• may generate plausible but incorrect content;
• may misunderstand accents, terminology or clinical nuance;
• may produce incomplete documentation;
• may reflect limitations inherent in machine learning systems.

3.6 No Storage of Raw Audio

The Service does not retain raw audio recordings once transcription processing is completed. Generated transcripts and finalised notes may be stored as part of the Customer's note history in accordance with this Agreement and the DPA.

4. Fees, Billing and Payment

4.1 Subscription Fees

The Customer shall pay the subscription fees set out in the applicable Order or, where the subscription is entered into online, the fees published on the Provider's website at the time of purchase ("Fees"). Unless expressly stated otherwise in an Order, all subscriptions are recurring.

4.2 Billing and Payment Method

The Customer authorises the Provider (or its designated payment processor) to charge the applicable Fees using the payment method specified during the subscription process. Fees are payable in advance on the Effective Date and each subsequent renewal date.

4.3 Auto-Renewal

Unless terminated in accordance with this Agreement, each subscription shall automatically renew for successive periods equal to the initial Subscription Term. Cancellation must be submitted prior to the end of the current Subscription Term and shall take effect at the end of the then-current billing period. No partial term cancellations are permitted.

4.4 No Refunds for Convenience Termination

Except where expressly required by law or where termination arises from a material breach by the Provider that remains unremedied, all Fees are non-refundable. If the Customer terminates for convenience: (a) no refund shall be payable for any unused portion of the Subscription Term; and (b) all Fees for the remainder of the current billing period remain due.

4.5 Late Payment

If any undisputed amount remains unpaid for more than seven (7) days after its due date, the Provider may: (a) charge interest at a rate of 4% per annum above the Bank of England base rate, accruing daily; (b) suspend access to the Service; (c) recover reasonable debt recovery costs.

4.6 Taxes

All Fees are exclusive of VAT and any other applicable taxes, which shall be payable in addition at the prevailing rate.

4.7 Price Changes

The Provider may amend subscription pricing on not less than thirty (30) days' prior written notice. Any price change shall apply only at the next Renewal Term following expiry of the notice period and shall not affect the current Subscription Term. If the Customer does not agree to a notified price increase, its sole remedy is to terminate the subscription prior to the commencement of the Renewal Term.

5. Customer Obligations

5.1 Lawful Use

The Customer shall ensure that its use of the Service complies with all applicable laws and regulations, NHS contractual requirements (where applicable), and professional regulatory standards. The Customer remains solely responsible for the lawfulness of all data uploaded to or generated through the Service.

5.2 Systems and Connectivity

The Customer is responsible for maintaining appropriate internet connectivity, ensuring compatibility of its devices and browsers, and maintaining adequate security controls within its own IT environment. The Provider shall not be liable for performance issues arising from the Customer's infrastructure.

5.3 Data Accuracy

The Customer warrants that it has all necessary rights, permissions and lawful bases to upload and process Customer Data through the Service and shall ensure that: (a) all information entered into the Service is accurate; (b) appropriate patient consents and privacy notices are in place; (c) use of AI-assisted documentation is disclosed where required by professional standards.

5.4 Security Responsibilities

The Customer shall: (a) maintain secure passwords; (b) promptly notify the Provider of suspected unauthorised access; (c) ensure that only Authorised Users access the Service.

6. Suspension Rights

6.1 Grounds for Suspension

The Provider may suspend access to the Service immediately if:

• Fees remain unpaid beyond the permitted grace period;
• the Provider reasonably suspects misuse of the Service;
• use of the Service poses a security risk;
• suspension is required to comply with law, regulatory direction or court order.

6.2 Effect of Suspension

During suspension: (a) access to the Service may be restricted or disabled; (b) data may remain stored but inaccessible; (c) Fees shall continue to accrue unless suspension results solely from the Provider's breach. The Provider shall use reasonable endeavours to notify the Customer prior to suspension where practicable.

7. Intellectual Property Rights

7.1 Ownership of the Service

All intellectual property rights in and to the Service, including its underlying software, architecture, algorithms, models, user interface, documentation, branding and all related materials (collectively, the "Provider Materials"), are and shall remain the exclusive property of the Provider or its licensors. Except for the limited rights expressly granted under this Agreement, no rights are granted to the Customer.

7.2 Customer Data

As between the Parties, the Customer retains all rights, title and interest in and to: (a) clinical notes created using the Service; (b) transcripts generated through use of the Service; (c) data uploaded by the Customer or its Authorised Users ("Customer Data"). The Provider does not acquire ownership of Customer Data.

7.3 Licence to Process Customer Data

The Customer grants to the Provider a non-exclusive, worldwide licence during the Subscription Term to host, process, transmit and otherwise use Customer Data solely for the purpose of: (a) providing the Service; (b) maintaining security; (c) complying with legal obligations.

7.4 Improvements and Feedback

If the Customer provides suggestions, feedback, enhancement requests or recommendations relating to the Service ("Feedback"), the Provider may use such Feedback without restriction or obligation. All intellectual property rights in improvements or enhancements to the Service shall vest exclusively in the Provider.

8. Confidentiality

8.1 Definition

"Confidential Information" means all information disclosed by one Party to the other in connection with this Agreement that is identified as confidential or that a reasonable person would understand to be confidential, including business plans, technical information, pricing, security documentation, Customer Data and non-public aspects of the Service.

8.2 Confidentiality Obligations

Each Party shall: (a) keep the other Party's Confidential Information strictly confidential; (b) use such information solely for the purposes of performing this Agreement; (c) restrict disclosure to employees, contractors or advisers who have a need to know and who are bound by equivalent confidentiality obligations.

8.3 Duration

Confidentiality obligations shall continue for five (5) years following termination of this Agreement, except that obligations relating to trade secrets and personal data shall continue for as long as such information remains confidential.

9. Warranties

9.1 Provider Warranties

The Provider warrants that: (a) the Service will be provided with reasonable skill and care; (b) the Service will materially conform to its published description; (c) it will implement security measures consistent with good industry practice; (d) it has the right to grant the licence set out in this Agreement.

9.2 Exclusions

Except as expressly set out in this Agreement: (a) the Service is provided "as is"; (b) no warranty is given that the Service will be uninterrupted or error-free; (c) no warranty is given that AI Output will be accurate or complete. All implied warranties are excluded to the fullest extent permitted by law.

9.3 No Clinical Warranty

The Provider does not warrant that use of the Service will: (a) satisfy regulatory inspection standards; (b) ensure compliance with NHS contractual requirements; (c) eliminate the need for professional judgement. The Customer remains responsible for compliance with all professional obligations.

10. Intellectual Property Indemnity

10.1 Indemnity

Subject to clause 10.2, the Provider shall indemnify the Customer against losses finally awarded by a court arising from a third party claim that the Customer's authorised use of the Service infringes that third party's intellectual property rights ("IP Claim"). This indemnity is subject to the liability cap set out in clause 11.

10.2 Conditions

The indemnity applies only if the Customer: (a) promptly notifies the Provider in writing; (b) provides reasonable cooperation; (c) grants the Provider sole control of the defence and settlement of the IP Claim.

10.3 Customer Indemnity

The Customer shall indemnify the Provider against losses arising from third party claims resulting from: (a) Customer Data infringing third party rights; (b) misuse of the Service; (c) breach of applicable laws by the Customer.

11. Limitation of Liability

11.1 Unlimited Liability

Nothing in this Agreement limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability which cannot lawfully be limited or excluded.

11.2 Excluded Losses

Subject to clause 11.1, neither Party shall be liable to the other for:

• loss of profit;
• loss of revenue;
• loss of business opportunity;
• loss of anticipated savings;
• loss of goodwill;
• indirect or consequential loss.

11.3 Liability Cap

Subject to clauses 11.1 and 11.2, the total aggregate liability of the Provider shall not exceed the total Fees paid by the Customer in the twelve (12) months immediately preceding the event giving rise to the claim. If the claim arises during the first twelve months of the Subscription Term, the cap shall be calculated based on the Fees paid to date.

11.4 AI-Specific Risk Allocation

The Provider shall not be liable for: (a) clinical decisions made by the Customer or its clinicians; (b) inaccuracies in AI Output that were not identified and corrected through reasonable professional review; (c) failure by the Customer to verify documentation prior to reliance; (d) patient treatment outcomes.

12. Term and Termination

12.1 Subscription Term

This Agreement shall commence on the Effective Date and shall continue for the duration of the initial Subscription Term. Following expiry of the Initial Term, the Agreement shall automatically renew for successive Renewal Terms unless terminated in accordance with this clause 12.

12.2 Termination for Convenience

The Customer may terminate for convenience by providing notice prior to the end of the then-current Subscription Term. Termination shall take effect at the end of the current Subscription Term. No refunds shall be payable except as expressly provided in this Agreement.

12.3 Termination for Cause

Either Party may terminate immediately upon written notice if the other Party: (a) commits a material breach that is incapable of remedy; (b) commits a material breach that is capable of remedy but fails to remedy it within thirty (30) days of written notice; (c) experiences an Insolvency Event.

13. Consequences of Termination

13.1 Cessation of Access

Upon termination or expiry: (a) all rights granted to the Customer shall immediately cease; (b) access credentials shall be disabled; (c) the Customer shall cease all use of the Service.

13.2 Data Deletion

Following termination or expiry: (a) the Customer may request export of Customer Data within thirty (30) days; (b) after that period, the Provider shall securely delete or anonymise Customer Data in active systems; (c) backup copies shall be overwritten within seven (7) days of the expiry of the 30-day period. Deletion shall be performed in accordance with the DPA.

13.3 Survival

The following provisions shall survive termination:

• Intellectual Property (clause 7)
• Confidentiality (clause 8)
• Indemnities (clause 10)
• Limitation of Liability (clause 11)
• Data Protection obligations

14. Transition Assistance

At the Customer's written request made prior to termination, the Provider may provide reasonable transition assistance to facilitate orderly migration of Customer Data. Such assistance: (a) shall be subject to mutually agreed fees; (b) shall not exceed thirty (30) days following termination; (c) shall not require the Provider to disclose proprietary information or source code.

15. Force Majeure

Neither Party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, epidemic or pandemic, acts of government, civil unrest, interruption of utility services, or cyber-attacks not attributable to the affected Party's failure to maintain reasonable security. If a Force Majeure Event continues for more than ninety (90) consecutive days, either Party may terminate the Agreement upon written notice.

16. Insolvency

An "Insolvency Event" includes: inability to pay debts as they fall due; appointment of an administrator, receiver or liquidator; passing of a resolution for winding up; entering into a composition with creditors; cessation of business operations. Upon occurrence of an Insolvency Event affecting the Customer, the Provider may suspend or terminate the Agreement immediately.

17. Audit Rights

During the Subscription Term, the Customer may, not more than once in any twelve (12) month period, request reasonable documentation from the Provider to demonstrate compliance with its information security, data protection, and Service Level obligations. No on-site audits or penetration testing shall be permitted without the Provider's prior written consent. Audit materials shall constitute Confidential Information of the Provider.

18. Compliance with Law

Each Party shall comply with all applicable laws, including the Bribery Act 2010. A material breach of anti-bribery obligations shall constitute grounds for immediate termination. The Customer represents that it is not subject to trade sanctions and will not use the Service in violation of export control or sanctions laws.

19. Assignment and Subcontracting

The Customer may not assign, transfer or novate this Agreement without the Provider's prior written consent. The Provider may assign or novate this Agreement to an affiliate or successor in connection with a merger, acquisition or sale of substantially all its assets, provided such assignment does not materially reduce the Customer's rights. The Provider may engage subcontractors and remains responsible for their performance.

20–27. General Provisions

Notices shall be in writing and may be sent by post, courier or email. No variation of this Agreement shall be effective unless in writing and signed by authorised representatives of both Parties. In the event of a dispute, the Parties shall first seek to resolve the matter through good faith negotiations between senior representatives; if unresolved after thirty (30) days, either Party may commence formal proceedings.

A person who is not a Party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term. If any provision is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No failure or delay in exercising any right shall constitute a waiver. This Agreement constitutes the entire agreement between the Parties relating to its subject matter.

27. Governing Law and Jurisdiction

This Agreement and any dispute arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.

Schedule 1 – Definitions

Key defined terms used in this Agreement include: Agreement – this Subscription Agreement including all Schedules; AI Output – any draft clinical documentation generated by AI functionality within the Service; Authorised User – an individual authorised by the Customer to access the Service; Customer Data – all data uploaded to, generated within or stored in the Service by or on behalf of the Customer; DPA – the Data Processing Agreement incorporated by reference; Fees – subscription fees payable by the Customer; Service – the Stellar Dental Notes cloud-hosted documentation assistance platform; Subscription Term – the Initial Term together with any Renewal Terms; UK GDPR – the retained EU law version of Regulation (EU) 2016/679 as incorporated into UK law.

Schedule 2 – Service Levels

The Provider shall use commercially reasonable endeavours to ensure core functionality is available not less than 99.5% per calendar month, excluding Scheduled Maintenance Windows, Force Majeure Events, and outages attributable to the Customer Environment. No financial service credits apply under this Agreement. The sole remedy for persistent failure shall be termination for material breach in accordance with clause 12.

Incidents are categorised as follows, with the following indicative response targets on Business Days:

• Severity 1 – Critical: complete unavailability of core functionality – response within 4 hours
• Severity 2 – High: significant degradation affecting multiple users – response within 1 Business Day
• Severity 3 – Medium: functional issue affecting limited users – response within 2 Business Days
• Severity 4 – Low: minor issue or general enquiry – response within 3 Business Days

Response times relate to initial acknowledgement, not full resolution. No guaranteed resolution times are provided.

Schedule 3 – Acceptable Use Policy

The Service may be used solely for lawful professional dental practice operations. The Customer shall not, and shall not permit any third party to:

• use the Service in breach of applicable law or in connection with fraudulent or illegal activity;
• upload materials that infringe third party intellectual property rights;
• attempt to gain unauthorised access to the Service or related systems;
• reverse engineer, decompile or disassemble the Service;
• use the Service to develop a competing product or service;
• impose disproportionate load on infrastructure or share user credentials between individuals.

If the Provider reasonably believes this Policy has been breached, it may issue a warning, require remedial action, suspend access, or terminate the Agreement for material breach.

Schedule 4 – Service Evolution and Change Management

The Provider may implement updates, upgrades, enhancements and improvements to the Service at its discretion. The Provider shall not remove core functionality in a manner that materially reduces the fundamental documentation assistance capabilities of the Service during a Subscription Term.

A "Material Change" means a change that materially reduces core functionality, significantly alters user workflows, materially affects data retention or processing mechanisms, or materially alters pricing structures. Where a Material Change is proposed, the Provider shall provide not less than thirty (30) days' prior notice. If the Customer reasonably determines that a notified Material Change materially and adversely affects its use of the Service, the Customer may terminate the Agreement prior to the effective date of the Change.

This Agreement does not establish a joint change control board. The Provider makes no binding commitments regarding future product development unless expressly stated in a signed Order.

Contact

For queries relating to these Terms, contact Stellar AI Ltd at: legal@stellarai.co.uk