1. Introduction and Definitions

1.1 Parties Involved

This Terms of Service Agreement ("Agreement") is entered into as of the date you accept these terms by clicking "I Agree", creating an account, or using the Services, by and between WisePaws Ltd ("Provider", "WisePaws", "we", "us", or "our"), and you, the individual or entity registering for or using the Service ("Client", "you", or "your").

1.2 Purpose

These Terms of Service set forth the general terms and conditions under which the Client may access and use the software services provided by WisePaws Ltd.

1.3 Definitions

"Agreement" refers to these Terms of Service, the Privacy Policy, the Data Processing Terms set out in Schedule 1, and any other contractual documents governing your use of the Services.

"Client" refers to the veterinary practice, business entity, or individual entering into this Agreement for the use of the Services.

"Consultation" refers to a veterinary appointment or patient interaction that is recorded using the Services.

"Customer" refers to the end-users who are clients of the Client, typically pet owners seeking veterinary services.

"Data Protection Legislation" means all applicable data protection and privacy legislation including the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications Regulations 2003, and all other applicable legislation relating to personal data.

"Personal Data" means any information relating to an identified or identifiable individual as defined by Data Protection Legislation.

"Services" refers to the AI-powered veterinary documentation platform provided by WisePaws, including transcription, clinical note generation (in various formats and languages), and pet owner summary features.

"Service Tier" means the specific subscription level (Free, Premium, or Organisation) under which the Services are provided.

"Clinical Notes" means structured clinical documentation generated by the Services, including but not limited to SOAP notes, problem-oriented medical records, narrative notes, or other formats as may be offered by WisePaws from time to time, in any language supported by the Services.

"Software" refers to the WisePaws mobile application and web application.

"Subscription Fee" means the fee payable by the Client for access to the Services as specified on our website or as agreed between the parties.

"User" means any individual authorised by the Client to access the Services, including veterinarians, veterinary nurses, and other staff members.

2. The Service

2.1 Service Description

WisePaws provides an AI-powered veterinary documentation platform that automates the transcription and documentation of veterinary consultations. The Services enable veterinary professionals to record audio from patient consultations, which is then transcribed and processed using artificial intelligence to generate clinical documentation including Clinical Notes and pet owner care instructions in multiple languages.

2.2 Core Features

The Services include:

AI-powered transcription converting consultation audio to text in supported languages;

automated Clinical Note generation from consultation transcripts;

pet owner summary generation providing clear care instructions; and

integration capabilities with practice management systems where available.

2.3 Access Methods

The Services are accessible via our mobile application (available on iOS and Android) and our web application. The Client is responsible for maintaining compatible devices and internet connectivity.

3. Account Registration

3.1 Registration Requirements

To access the Services, the Client must register an account by providing: practice or company name; registered address; contact person details; email address; and telephone number. Additional information may be required depending on the Service Tier selected.

3.2 Account Security

The Client is responsible for maintaining the confidentiality of account credentials and for all activities conducted through their account. The Client must immediately notify WisePaws of any unauthorised access or security breach. Sharing of login credentials between Users is strictly prohibited.

3.3 User Accounts

Each User authorised to access the Services must use unique credentials. The Client is responsible for ensuring that all Users comply with this Agreement. The Client shall immediately notify WisePaws if any User's access should be terminated.

4. Use of the Service

4.1 Licence Grant

Subject to the terms of this Agreement, WisePaws grants the Client a non-exclusive, non-transferable, revocable licence to access and use the Services solely for the Client's internal veterinary practice operations.

4.2 Acceptable Use

The Client agrees to use the Services in compliance with all applicable laws, regulations, and professional standards, including animal welfare laws and veterinary professional conduct requirements. The Client guarantees that the Services will not be used for purposes that violate applicable laws or cause damage to WisePaws or third parties.

4.3 Restrictions

The Client shall not:

reverse engineer, decompile, or attempt to derive the source code of the Software;

sublicense, rent, lease, or distribute the Services to third parties;

use the Services for any illegal purpose or in violation of Data Protection Legislation;

transmit malicious code or interfere with the Services;

attempt to gain unauthorised access to the Services or related systems;

modify, copy, or create derivative works of the Software;

use the Services to build a competitive product; or

engage in data scraping or automated data collection.

5. Service Tiers and Pricing

5.1 Service Tiers

WisePaws offers three Service Tiers:

Free Tier with limited usage allowances;

Premium Tier for individual veterinary professionals; and

Organisation Tier for veterinary practices requiring multiple User accounts, the ability to share Clinical Notes with other Users within the organisation, and enhanced features.

Details of features and usage limits for each Tier are available on our website.

5.2 Usage Limits

Each Service Tier includes specified usage limits, including limits on the number of consultations that may be processed. The Free Tier is subject to monthly consultation limits. Usage beyond the allocated limits may result in service restrictions or require upgrade to a higher Service Tier.

5.3 Pricing

Prices for each Service Tier are listed on our website. All prices are exclusive of applicable taxes. WisePaws reserves the right to modify pricing with 30 days' prior written notice to the Client.

5.4 Switching Tiers

Clients may upgrade or downgrade their Service Tier at any time. Upgrades take effect immediately. Downgrades take effect at the start of the next billing period. No refunds are provided for downgrades within a billing period.

6. Payment Terms

6.1 Payment Schedule

Subscription Fees are payable monthly in advance by credit card or debit card, unless otherwise agreed in writing. Alternatively, payment may be made against invoice with payment terms of 30 days from the invoice date, subject to mutual agreement.

6.2 Late Payment

Payments not received by the due date will bear interest at the statutory rate. WisePaws reserves the right to suspend access to the Services for accounts with payments overdue by more than 14 days. Access will be restored upon receipt of full payment.

6.3 No Refunds

Except as otherwise explicitly stated in this Agreement, all fees and payments are non-refundable.

7. Service Availability

7.1 Availability Commitment

WisePaws aims to provide continuous access to the Services but does not guarantee uninterrupted, timely, or error-free access due to factors beyond our control, including internet connectivity, third-party service providers, and necessary maintenance.

7.2 Maintenance

WisePaws may perform scheduled maintenance to improve the quality, performance, and security of the Services. Where reasonably practicable, Clients will be notified of planned maintenance in advance. Emergency maintenance may be performed without prior notice when necessary for security or operational reasons.

7.3 Data Backup

WisePaws maintains regular backups of Client data using reputable cloud providers. However, the Client is responsible for maintaining their own backups of data critical to their operations.

8. AI-Generated Content and Disclaimer

8.1 Nature of AI-Generated Content

The Services use advanced artificial intelligence technology to transcribe audio and generate clinical documentation in multiple languages and formats. In accordance with transparency obligations under Regulation (EU) 2024/1689 (the AI Act) and applicable UK regulations, we inform you that AI systems are integral to the functioning of the Services. While WisePaws strives for high accuracy, AI-generated content may contain errors, omissions, or inaccuracies. The precision of transcribed and generated content may vary depending on audio quality, accents, background noise, language, and other factors.

IMPORTANT: The Client acknowledges and agrees that all AI-generated content, including transcriptions, Clinical Notes, and pet owner summaries, must be reviewed, verified, and approved by a qualified veterinary professional before use. The treating veterinarian retains full responsibility for ensuring that all clinical records are accurate, complete, and compliant with applicable laws and professional standards.

8.3 No Clinical Advice

The Services do not provide veterinary medical advice, diagnosis, or treatment recommendations. All clinical decisions remain the sole responsibility of the licensed veterinary professional.

9. Data Protection and Privacy

9.1 Data Controller and Processor

WisePaws acts as a data processor for Personal Data that the Client processes through the Services. The Client remains the data controller for such Personal Data and is responsible for compliance with Data Protection Legislation in relation to such data.

9.2 Client Responsibilities

The Client is responsible for:

ensuring lawful collection and processing of all data input into the Services;

obtaining all necessary consents from Customers for data processing and sharing with WisePaws;

informing Customers of the purposes for which their data will be processed; and

ensuring that all Personal Data provided is accurate and relevant.

9.3 Data Processing Terms

The Data Processing Terms set out in Schedule 1 to this Agreement apply to all processing of Personal Data by WisePaws on behalf of the Client and satisfy the requirements of Article 28 of the GDPR. By accepting this Agreement, the Client agrees to the Data Processing Terms.

9.4 AI Model Improvement

Where the Client has provided explicit consent, WisePaws may use anonymised and aggregated data derived from the Services to improve and train AI models. No identifiable Personal Data will be used for this purpose without consent. The Client may withdraw consent at any time by contacting WisePaws.

9.5 Data Storage

Client data is stored using secure cloud infrastructure within the United Kingdom or European Economic Area. WisePaws implements appropriate technical and organisational measures to protect data in accordance with Data Protection Legislation.

10. Intellectual Property

10.1 WisePaws Intellectual Property

All intellectual property rights in the Software, Services, AI models, algorithms, designs, and documentation are and remain the exclusive property of WisePaws or its licensors. No rights are transferred to the Client except for the limited licence granted under this Agreement.

10.2 Client Data

The Client retains all intellectual property rights in the data they provide for the purpose of using the Services. This Agreement does not transfer ownership of the Client's data to WisePaws.

10.3 Generated Content

Content generated by the Services (including transcriptions and Clinical Notes) based on the Client's input data is owned by the Client, subject to WisePaws' underlying intellectual property rights in the AI technology used to generate such content.

11. Limitation of Liability

11.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WISEPAWS MAKES NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING BUT NOT LIMITED TO THE ACCURACY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, OR UNINTERRUPTED USE OF THE SERVICES.

11.2 AI Accuracy Disclaimer

WisePaws does not guarantee that transcriptions, Clinical Notes, or other AI-generated content will be error-free or comprehensive. The Client acknowledges that AI technology has inherent limitations and accepts responsibility for reviewing all generated content.

11.3 Exclusion of Liability

To the fullest extent permitted by law, WisePaws shall not be liable for:

any indirect, incidental, consequential, special, or exemplary damages;

loss of profits, revenue, data, or business opportunities;

any damages arising from the Client's reliance on AI-generated content without proper professional review;

any harm to animals, Customers, or staff arising from use of the Services; or

any decisions made based on AI-generated content.

11.4 Liability Cap

WisePaws' total aggregate liability for all claims arising out of or related to this Agreement shall not exceed the total Subscription Fees paid by the Client in the three (3) months preceding the event giving rise to the claim.

11.5 Exceptions

Nothing in this Agreement shall limit or exclude liability for:

death or personal injury caused by negligence;

fraud or fraudulent misrepresentation; or

any other liability that cannot be excluded or limited under applicable law.

12. Indemnification

12.1 Client Indemnification

The Client agrees to indemnify, defend, and hold harmless WisePaws, its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

the Client's use of the Services in violation of this Agreement;

any breach of the Client's obligations under this Agreement;

the Client's violation of any third-party rights; or

the Client's failure to obtain necessary consents from Customers.

13. Term and Termination

13.1 Term

This Agreement commences on the date the Client creates an account or first accesses the Services and continues until terminated in accordance with this section.

13.2 Termination by Client

The Client may terminate this Agreement at any time by providing at least 30 days' written notice to WisePaws. Termination will be effective at the end of the current billing period following the notice period. No refunds will be provided for any unused portion of the subscription.

13.3 Termination by WisePaws

WisePaws may terminate this Agreement immediately upon written notice if:

the Client breaches any terms of this Agreement and fails to remedy such breach within 30 days of notice;

the Client fails to make payment within 30 days of the due date;

required by law or regulation; or

WisePaws ceases business operations.

13.4 Effect of Termination

Upon termination:

all licences granted under this Agreement terminate immediately;

the Client must cease using the Services;

WisePaws will, upon request, facilitate retrieval of the Client's data for a period of 30 days following termination; and

any outstanding payments become immediately due.

13.5 Survival

Sections relating to Intellectual Property, Limitation of Liability, Indemnification, Confidentiality, Data Processing Terms, and Governing Law shall survive termination of this Agreement.

14. Confidentiality

14.1 Confidential Information

"Confidential Information" means any non-public information disclosed by either party that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure.

14.2 Obligations

Each party agrees to:

maintain the confidentiality of the other party's Confidential Information;

not disclose such information to third parties without prior written consent; and

not use such information for any purpose other than as contemplated by this Agreement.

14.3 Duration

Confidentiality obligations shall survive termination of this Agreement for a period of five years, except for trade secrets which shall be protected indefinitely.

15. Third-Party Integrations

The Services may integrate with third-party services, including practice management systems. WisePaws is not responsible for the functionality, availability, or data handling of third-party services. The Client's use of third-party integrations is subject to the terms and conditions of those third-party providers. Additional costs for third-party integrations are the responsibility of the Client unless otherwise agreed.

16. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, government action, fire, flood, pandemic, or failure of third-party services. If a Force Majeure event continues for more than 30 consecutive days, either party may terminate this Agreement upon written notice.

17. Dispute Resolution and Governing Law

17.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

17.2 Dispute Resolution

The parties shall attempt to resolve any dispute through good faith negotiation. If the dispute cannot be resolved through negotiation, the parties agree to attempt mediation before initiating legal proceedings.

17.3 Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.

18. General Provisions

18.1 Entire Agreement

This Agreement, including all Schedules, constitutes the entire understanding between the parties and supersedes all prior agreements, representations, and understandings.

18.2 Amendments

WisePaws reserves the right to modify these Terms of Service at any time. Clients will be notified of material changes at least 30 days before they take effect. Continued use of the Services after the effective date constitutes acceptance of the revised terms.

18.3 Severability

If any provision of this Agreement is found unenforceable, the remaining provisions shall continue in full force and effect.

18.4 Waiver

Failure by either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

18.5 Assignment

The Client may not assign this Agreement without WisePaws' prior written consent. WisePaws may assign this Agreement in connection with a merger, acquisition, or sale of assets.

18.6 Notices

All notices under this Agreement shall be sent by email. Notices to WisePaws should be sent to info@wisepaws.vet. Notices to the Client will be sent to the email address associated with their account.

18.7 Independent Parties

This Agreement does not create any agency, partnership, or joint venture relationship between the parties.

SCHEDULE 1 - DATA PROCESSING TERMS

These Data Processing Terms ("DPT") form part of the Terms of Service and govern the processing of Personal Data by WisePaws on behalf of the Client in compliance with Article 28 of the UK GDPR and GDPR.

1. Definitions

In these Data Processing Terms:

"Customer Data" means all data provided by or on behalf of the Client to WisePaws in connection with the Services, including pet/patient records, pet owner contact details, appointment information, and consultation audio recordings.

"Generated Records" means AI-generated clinical documentation created by WisePaws from Customer Data, including but not limited to transcriptions, Clinical Notes in any format and language, and pet owner summaries.

"Personal Data Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data.

"Sub-processor" means any third party appointed by WisePaws to process Personal Data on behalf of the Client.

2. Scope and Roles

2.1 The Client is the Data Controller for all Personal Data processed under these DPT. The Client determines the purposes and means of processing Personal Data.

2.2 WisePaws is a Data Processor acting on behalf of the Client. WisePaws shall process Personal Data only on documented instructions from the Client, unless required to do so by applicable law.

3. Processing Instructions

3.1 WisePaws shall process Personal Data only: (a) in accordance with the Client's documented instructions; (b) as necessary to provide the Services; (c) as required by applicable law (in which case, WisePaws shall inform the Client of that legal requirement before processing, unless prohibited from doing so).

3.2 WisePaws shall immediately inform the Client if, in its opinion, an instruction infringes Data Protection Legislation.

4. Confidentiality

4.1 WisePaws shall ensure that persons authorised to process Personal Data have committed to confidentiality or are under an appropriate statutory obligation of confidentiality.

4.2 WisePaws shall ensure that access to Personal Data is limited to those personnel who require access to perform the Services.

5. Security Measures

5.1 WisePaws shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including: (a) encryption of Personal Data in transit (TLS 1.2 or higher) and at rest; (b) access controls and least-privilege principles; (c) audit logging for production system access; (d) secure credential management; (e) regular security assessments; and (f) incident response procedures.

6. Sub-processors

6.1 The Client provides general authorisation for WisePaws to engage Sub-processors. The current list of Sub-processors is set out in Appendix A to this Schedule.

6.2 WisePaws shall inform the Client of any intended changes concerning the addition or replacement of Sub-processors, giving the Client the opportunity to object to such changes.

6.3 Where WisePaws engages a Sub-processor, WisePaws shall: (a) enter into a written agreement with the Sub-processor imposing data protection obligations equivalent to those in these DPT; (b) remain liable to the Client for the performance of the Sub-processor's obligations.

7. Data Subject Rights

7.1 WisePaws shall assist the Client in responding to requests from Data Subjects exercising their rights under Data Protection Legislation, including rights of access, rectification, erasure, restriction, portability, and objection.

7.2 If WisePaws receives a request directly from a Data Subject, WisePaws shall promptly notify the Client and shall not respond to the request without the Client's authorisation, unless required by law.

8. Personal Data Breach Notification

8.1 WisePaws shall notify the Client without undue delay, and in any event within forty-eight (48) hours after becoming aware of a Personal Data Breach affecting Personal Data processed under these DPT.

8.2 Such notification shall include: (a) a description of the nature of the breach; (b) the name and contact details of WisePaws's contact point; (c) likely consequences of the breach; (d) measures taken or proposed to address the breach.

8.3 WisePaws shall cooperate with the Client and take reasonable steps to assist in the investigation, mitigation, and remediation of the breach.

9. Data Retention and Deletion

9.1 WisePaws shall retain Customer Data and Generated Records only for the duration necessary to provide the Services.

9.2 Upon termination of the Services or upon written request from the Client, WisePaws shall delete all Personal Data within thirty (30) days, except where retention is required by applicable law.

9.3 Backup copies may persist for up to ninety (90) days solely for disaster recovery purposes.

9.4 Audio recordings, if used for transcription, are processed transiently and are not retained by WisePaws after transcription is complete.

10. Audit Rights

10.1 WisePaws shall make available to the Client all information necessary to demonstrate compliance with the obligations under these DPT.

10.2 WisePaws shall allow for and contribute to audits conducted by the Client or an auditor mandated by the Client, subject to: (a) reasonable advance notice of at least thirty (30) days; (b) the auditor agreeing to appropriate confidentiality obligations; (c) audits being limited to once per calendar year, unless required due to a confirmed security incident.

11. International Data Transfers

11.1 WisePaws shall not transfer Personal Data to a country outside the UK or EEA unless: (a) the country has been deemed to provide an adequate level of protection; (b) appropriate safeguards are in place, such as Standard Contractual Clauses; (c) the Client has provided prior written consent.

12. Restrictions on Use

12.1 WisePaws shall NOT: (a) use Customer Data to market directly to pet owners or clients of the Client; (b) sell Customer Data to any third party; (c) use Customer Data or Generated Records for unrelated product development or general-purpose AI model training, unless expressly agreed in writing with the Client and permitted by law.

13. Clinical Responsibility

13.1 WisePaws provides AI-assisted documentation tools only. All clinical decisions remain the sole responsibility of licensed veterinary professionals.

13.2 The Client acknowledges that Generated Records should be reviewed and approved by a qualified veterinarian before being used in clinical practice. WisePaws makes no representations regarding medical accuracy and disclaims liability for clinical outcomes.

APPENDIX A: APPROVED SUB-PROCESSORS

The following Sub-processors are authorised to process Personal Data under these Data Processing Terms:

Sub-processor

Processing Activity

Location

Supabase Inc. - Database hosting and storage - EU

Auth0 (Okta) - Authentication services - EU

Stripe - Payment processing - EU/UK

Elevenlabs - Audio processing - EU

Azure - AI model hosting - EU

PostHog, Inc. - Product analytics - EU

WisePaws will notify the Client of any changes to this list in accordance with Section 6.2 of these Data Processing Terms.

APPENDIX B: PROCESSING DETAILS

Subject Matter

AI-powered veterinary clinical documentation services

Duration

For the duration of the Client's use of the Services

Nature of Processing

Collection, storage, transcription (in multiple languages), AI analysis, generation of clinical documentation (in various formats), synchronisation with practice management systems

Purpose of Processing

Transcribing veterinary consultations; generating Clinical Notes; creating pet owner summaries; synchronising records with PMS; providing support services

Languages Supported

English, Hungarian, and additional languages as made available

Categories of Data Subjects

Pet owners/clients of the Client; veterinary staff (voice data)

Categories of Personal Data

Name, contact details, pet/patient records, appointment details, audio recordings, generated clinical notes