Terms of Service — United Kingdom

0. Parties & effective date

These Terms are effective between EMOBOT, a French société par actions simplifiée (SIRET 912345751200016), and the Customer as of the date the Customer completes the checkout process and accepts these Terms via the Stripe payment platform.

1. Key definitions

• Services— EMOBOT’s hosted software platform, patient mobile app (EmoDTx), clinician dashboard, alerts, analytics, and related support.
• Active Patient-Month (APM) — any unique patient for whom EMOBOT monitoring is active for at least sixteen (16) days in a calendar month, where at least one multimodal signal (voice, actigraphy, or mood logs) is processed.
• Order Form — the electronic subscription summary, pricing tier, and confirmation provided to the Customer via the Stripe checkout process.
• Data Protection Legislation — the UK GDPR, the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations (PECR).
• De-Identified Data — information that has been anonymised such that the data subject is no longer identifiable, meeting the standards of the ICO Code of Practice on Anonymisation.
• DPA — the Data Processing Agreement attached as Exhibit A, which satisfies the requirements of Article 28 of the UK GDPR.
• Patient Informed Consent — the patient-facing notice presented within the app covering data collection, research use (RWE), and sharing with the Customer for care operations.
• Patient-Paid Bracket— the commercial path under which an individual patient pays EMOBOT directly to continue using the patient app when Customer elects not to fund that patient’s usage.

2. Access, license & restrictions

Subject to these Terms and timely payment, EMOBOT grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for Customer’s internal clinical operations within the United Kingdom. Acceptance via the Stripe checkout constitutes a binding legal agreement.

Customer shall not (a) reverse engineer the Services; (b) copy or modify the software; or (c) use the Services in violation of UK Law or for any non-clinical marketing to patients without explicit opt-in consent.

Age gate. The Services are intended for adults only. EMOBOT implements an in-app age gate requiring patients to attest they are 18 years of age or older before activation.

3. Customer obligations

Clinical use; no medical device. Customer acknowledges the Services are a digital self-management support tool and not a medical device under the UK Medical Device Regulations (UK MDR 2002). The Services do not diagnose, treat, or detect suicidality. Customer remains solely responsible for all patient care.

Patient Informed Consent. EMOBOT obtains and records the Patient Informed Consent within the app prior to initiating monitoring. Voice recognition features are currently available for English-speaking users only. Time-stamped consent records are securely stored and made available to Customer upon request. Patients may revoke consent in-app at any time; upon revocation EMOBOT will notify Customer through the dashboard within a target of 48 hours.

Authorized Users & equipment. Customer ensures Authorized Users keep credentials confidential and comply with these Terms, and is responsible for devices, networks, and connectivity for its users and patients.

4. EMOBOT obligations

Security & privacy. EMOBOT implements technical and organisational measures consistent with the NHS Data Security and Protection Toolkit (DSPT) and Cyber Essentials standards. All data is encrypted in transit and at rest.

DPA; concurrent execution. Upon checkout, where EMOBOT processes Special Category Data, the parties are deemed to have executed the DPA (Exhibit A). EMOBOT shall not process such data until checkout is complete.

Data residency. EMOBOT hosts all personal data within the UK or the European Economic Area (EEA).

Availability target (SLA).EMOBOT commits to a monthly uptime target of 99.0% for production systems, excluding scheduled maintenance (≤4 hours / month with ≥48 hours’ notice), emergency maintenance, and force majeure. Failure to meet the SLA entitles Customer to service credits up to 30% of that month’s fees, requested in writing within 30 days. Service credits are Customer’s sole and exclusive remedy for uptime failures.

Support. Email support Mon–Fri, 8am–4:30pm GMT/BST (UK and French Bank Holidays excluded). Target initial response for technical issues: within 48 hours during support hours.

Dedicated Customer Success for multi-clinic groups. For Customers operating two or more clinical sites under common ownership, EMOBOT dedicates a named Customer Success Manager whose mandate is to maximise activation, monitor outcomes, and coordinate Quarterly Business Reviews across all sites. This allocation is included at no additional fee and is intended to ensure consistent activation rates and ROI across the group.

5. Term, renewal & termination

Unless stated otherwise on the Order Form, the Initial Term is 12 months following the Service Start Date. Thereafter, these Terms auto-renew for successive 12-month terms unless either party gives 60 days’ written notice prior to renewal. Either party may terminate for material breach not cured within 30 days of notice (10 days for undisputed payment breaches). Customer may terminate for convenience after the first 6 paid months upon 30 days’ notice.

Upon termination, at Customer’s written option made within thirty (30) days, EMOBOT will either return Customer Data in a commercially reasonable format (e.g. CSV/JSON and, where available, HL7® FHIR® resources) or delete it and certify deletion. De-Identified/Aggregated Data may be retained as permitted under Section 7.

6. Fees, pricing & taxes

Partial-month rule.For each calendar month, if a newly enrolled patient has EMOBOT monitoring active for fifteen (15) days or fewer, no APM is billed for that patient for that month. If monitoring is active for sixteen (16) days or more, one (1) APM is billed. This rule applies to Customer-funded billing; Patient-Paid Bracket billing follows the patient’s consumer terms.

Founding Site Freeze. If marked on the Order Form, founding sites may lock their tier for 24 months.

Invoices & payment. Invoices are due Net 30 from invoice date. Late amounts may accrue interest at the lesser of 1.0% per month or the maximum rate permitted by law. Customer is responsible for applicable taxes. Payments are due without setoff, counterclaim, or deduction. Customer may dispute amounts in good faith within 15 days of invoice receipt provided all undisputed amounts are paid on time.

Annual true-up. At the end of each 12-month period, EMOBOT reconciles total APM processed against the selected tier. If total enrolment is below the selected tier, EMOBOT reimburses the difference; if above, Customer is invoiced for the difference.

Patient-Paid Bracket.If Customer elects not to fund a specific patient’s continued use, EMOBOT provides a 3-day Grace Period during which the patient is offered the option to subscribe and pay EMOBOT directly. Prior to initiating any Patient-Paid Bracket offer, EMOBOT shall provide Customer with at least five (5) business days’ prior written notice identifying the affected patient(s), allow Customer to approve (or reasonably withhold) the form of patient-facing communications within three (3) business days, and allow Customer to elect to fund the patient’s continued use during such notice period.

7. Data, IP & analytics

Customer owns Customer Data. EMOBOT owns the Services, software, Documentation, and Aggregated/De-Identified Data generated from use of the Services. Customer grants EMOBOT the rights to host, process, transmit, and display Customer Data to provide the Services and support.

EMOBOT may use De-Identified Data for product improvement, analytics, benchmarking, and research publications (no re-identification; no external sharing of Personal Data).

EMOBOT will provide Customer Data export in a commercially reasonable, readily usable format (e.g. CSV/JSON and, where available, HL7® FHIR® resources) via secure transfer, with one export at no additional charge within the 30-day post-termination window.

8. Confidentiality

Each party will protect the other’s Confidential Information with reasonable care and use it only to perform under these Terms. Special Category Data (Health Data) is governed exclusively by the DPA (Exhibit A).

9. Compliance & clinical disclaimers

Each party will comply with applicable laws, including the UK GDPR and the Data Protection Act 2018.

The Services provide trend insights and notifications that are informational only and are not intended to be clinical decision support. Customer retains exclusive responsibility for diagnosis, treatment decisions, and all patient communications.

No emergency service. The Services are not monitored for emergencies and are not a substitute for calling 999 or 111, or contacting local NHS Crisis Teams.

10. Warranties & limitation of liability

EMOBOT warrants that (i) the Services will perform materially in accordance with the Documentation, (ii) EMOBOT will implement and maintain appropriate technical and organisational measures to protect Customer Data in accordance with the DPA and applicable Data Protection Legislation, and (iii) the Services will be provided with reasonable skill and care consistent with applicable professional and industry standards.

OTHERWISE THE SERVICES ARE PROVIDED “AS IS.” EMOBOT AND ITS AFFILIATES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUS, WITHOUT PREJUDICE TO THE IMPLIED TERM OF REASONABLE CARE AND SKILL UNDER SECTION 13 OF THE SUPPLY OF GOODS AND SERVICES ACT 1982.

Liability cap. If EMOBOT is found liable for any damage or loss arising out of or connected with the Services, its total aggregate liability shall not exceed the total fees paid by Customer in the six (6) months prior to the date the claim is first asserted. The parties acknowledge that this cap is reasonable within the meaning of the Unfair Contract Terms Act 1977 and, to the extent applicable, the Consumer Rights Act 2015.

EMOBOT is not liable for indirect, consequential, incidental, special, punitive, or exemplary damages, or for any loss of profits or revenue. These limitations do not apply to Customer’s undisputed payment obligations, either party’s willful misconduct or fraud, EMOBOT’s IP infringement indemnity, or a party’s breach of confidentiality or data-security obligations under the DPA.

11. Indemnification

By EMOBOT. EMOBOT will defend and indemnify Customer against third-party claims alleging the Services infringe intellectual property rights subsisting in the United Kingdom or the European Economic Area, provided Customer promptly notifies EMOBOT and cooperates. EMOBOT may modify or replace the Services to avoid infringement, or terminate the affected Services and refund prepaid unused fees.

By Customer. Customer will defend and indemnify EMOBOT against claims arising from (a) breach of law or these Terms; (b) clinical decisions made by Customer independently of, and without reliance on, the informational outputs of the Services; or (c) Customer-provided content or integrations.

12. Suspension

EMOBOT may suspend access for (a) a suspected or actual security incident, data breach, or other threat; (b) unlawful or prohibited use; or (c) non-payment of undisputed Fees after written notice. EMOBOT will provide prompt notice and restore access once the underlying condition is resolved. Unless prohibited by security, legal, or technical constraints, EMOBOT will make an export of Customer Data available during any suspension.

13. Publicity, assignment & force majeure

With prior written consent (email sufficient), EMOBOT may list Customer as a client using its name and logo; consent may be revoked on 30 days’ notice. Neither party may assign these Terms without the other’s consent, except to an affiliate or in connection with merger, acquisition, or sale of substantially all assets. Neither party is liable for delays caused by events beyond reasonable control.

14. Governing law & dispute resolution

Regardless of Customer’s location, the laws of England and Wales govern these Terms. The parties submit to the exclusive jurisdiction of the courts of England and Wales for any dispute arising out of or related to the Services. The parties will first negotiate in good faith; if unresolved within 90 days of written notice, either party may take any available action in law or equity.

15. Entire agreement; amendments; severability

These Terms, together with the Order Form and Exhibits, constitute the entire agreement. In case of conflict, the Order Form controls, then these Terms, then Exhibits. Amendments must be in writing and signed. If any part is invalid or unenforceable, that term will be deemed severable; the remainder remains enforceable.