Terms of Service

In these Terms and Conditions, unless the context requires otherwise:

"Agreement" means these Terms and Conditions together with any Order Form, SLA, DPA, and AUP accepted by the Clinic;

"Calia Copilot" means the artificial intelligence assistant embedded within the Platform, powered by Google Vertex AI / Gemini API;

"CallidusOS" or "we" or "us" means CallidusOS Limited (Company No. 16902276);

"Clinic" or "you" means the business entity subscribing to the Platform as identified in the Order Form;

"Clinical Data" means any data relating to identified or identifiable patients processed through the Platform;

"Licence" means the non-exclusive, non-transferable right to access and use the Platform granted under Clause 3;

"Order Form" means the online or written form completed by the Clinic specifying the subscription plan, number of seats, and billing details;

"Platform" means the CallidusOS® software-as-a-service platform, including all features, Calia Copilot, and associated documentation;

"Subscription Fee" means the fee payable by the Clinic as set out in the Order Form;

"User" means any individual authorised by the Clinic to access the Platform under Clause 4.

This Agreement is formed when the Clinic completes the Order Form and either (a) clicks to accept these Terms and Conditions during online onboarding, or (b) executes a signed Order Form. The Agreement is binding from the date of acceptance.

3.1 CallidusOS grants the Clinic a non-exclusive, non-transferable, revocable licence to access and use the Platform during the Subscription Term, solely for the Clinic's internal business purposes and in accordance with this Agreement.

3.2 The Licence covers the number of named user seats specified in the Order Form. Additional seats may be purchased at the then-current per-seat rate.

3.3 The Clinic may not sub-licence, resell, or otherwise make the Platform available to any third party without CallidusOS's prior written consent.

4.1 The Clinic is responsible for ensuring all Users comply with this Agreement, the AUP, and the Clinic Staff Terms of Access.

4.2 Each User must be an individual employed by or contracted to the Clinic. Account sharing between Users is strictly prohibited.

4.3 The Clinic shall promptly deactivate any User account where that User ceases to be employed by or engaged by the Clinic.

4.4 The Clinic is responsible for maintaining the security of User credentials and shall notify CallidusOS immediately of any suspected unauthorised access.

5.1 The Clinic shall pay the Subscription Fee as set out in the Order Form, either monthly or annually. Annual subscriptions are eligible for a 20% discount.

5.2 All fees are collected via Stripe. By subscribing, the Clinic authorises CallidusOS to charge the payment method on file at each renewal date.

5.3 All fees are exclusive of VAT, which shall be charged at the applicable rate.

5.4 CallidusOS reserves the right to increase Subscription Fees on not less than 30 days' written notice prior to a renewal date. The Clinic may cancel before the renewal date to avoid the increased fee.

5.5 Fees paid are non-refundable except as expressly provided in this Agreement or required by law.

6.1 Calia Copilot is a semi-automated decision-support tool. All outputs from Calia Copilot are recommendations only and require review and sign-off by a qualified human practitioner before being acted upon.

6.2 The Clinic acknowledges that Calia Copilot does not constitute medical advice and that CallidusOS accepts no liability for clinical decisions made on the basis of Calia Copilot outputs.

6.3 The Clinic shall ensure that any practitioner using Calia Copilot outputs holds appropriate clinical qualifications and that Calia Copilot is used in accordance with the Calia Copilot Transparency Notice.

6.4 CallidusOS reserves the right to modify, suspend, or withdraw Calia Copilot features with reasonable notice.

7.1 All intellectual property rights in the Platform, Calia Copilot, and associated documentation are owned by CallidusOS. This Agreement does not transfer any ownership rights to the Clinic.

7.2 CallidusOS retains ownership of all anonymised, aggregated, or de-identified data derived from Platform usage, which may be used to improve the Platform and Calia Copilot.

7.3 The Clinic retains ownership of all Clinical Data and other data it uploads to the Platform.

The Parties' data protection obligations are governed by the Data Processing Agreement (DPA), which forms part of this Agreement. In the event of conflict between the DPA and these Terms, the DPA shall prevail.

Each Party shall keep confidential all non-public information received from the other Party and shall not disclose it to any third party without prior written consent, except as required by law or regulation.

10.1 CallidusOS warrants that the Platform will perform materially in accordance with its documentation during the Subscription Term, subject to the SLA.

10.2 Except as expressly set out in this Agreement, the Platform is provided "as is" and CallidusOS excludes all implied warranties to the maximum extent permitted by law.

10.3 CallidusOS does not warrant that the Platform will be error-free or uninterrupted.

11.1 Neither Party shall be liable for indirect, consequential, special, or punitive losses, including loss of profit, loss of data, or loss of revenue.

11.2 CallidusOS's total aggregate liability to the Clinic under this Agreement shall not exceed the total Subscription Fees paid by the Clinic in the 12 months immediately preceding the event giving rise to the claim.

11.3 Nothing in this Agreement limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be limited by law.

12.1 This Agreement commences on the date of acceptance and continues for the initial Subscription Term (monthly or annual) and renews automatically unless cancelled.

12.2 Either Party may terminate this Agreement by giving 30 days' written notice prior to a renewal date.

12.3 CallidusOS may terminate this Agreement immediately on written notice if the Clinic materially breaches this Agreement and fails to remedy the breach within 14 days of notice, or becomes insolvent.

12.4 On termination, the Clinic's access to the Platform will cease. CallidusOS shall provide the Clinic with a data export in a standard format within 30 days of termination, after which Clinical Data will be deleted in accordance with the Retention and Deletion Policy.

This Agreement is governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.