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Terms & Conditions

Legally binding enterprise agreement governing use of cloud platforms, healthcare SaaS systems, and Artificial Intelligence services.

Effective
2026
Clauses
26
Jurisdiction
EU
EPISOFT legal documents
SaaS Terms
Enterprise-grade
AI Services
Advisory only
9 Tiers
Clinics to Government
Agreement

Legally binding terms of service

These Terms and Conditions ("Terms") govern the enterprise-level usage of the Cloud Software-as-a-Service platform(s) and Artificial Intelligence service(s) ("Services") provided by EPISOFT ("Company", "we", "us", "our") to any subscribing clinic, healthcare organization, or commercial entity ("Client", "you", "your").

By accessing, subscribing to, or using any part of the Services, you acknowledge that you have read, understood, and agreed to be legally bound by these Terms.

Clause 1

Tier Structure Overview

Nine enterprise tiers, from standalone clinics to national healthcare providers.

Tier Target Usage Description
Tier 1Basic ClinicsCore SaaS platform, minimal AI, basic security
Tier 2Small ClinicsExtended features, standard AI analytics
Tier 3Growing ClinicsPatient workflows, reporting, automation
Tier 4Multi-Department ClinicsAI diagnostics support, compliance features
Tier 5Medical GroupsInter-clinic data sharing, security audits
Tier 6HospitalsDedicated infrastructure, medical AI models
Tier 7Hospital NetworksPrivate cloud, advanced integrations
Tier 8National Healthcare ProvidersRegulatory frameworks, sovereign data control
Tier 9Enterprise / Government / ResearchMission-critical AI systems, full legal indemnification
Clause 2

Scope of Services

  • Multi-tenant or dedicated cloud infrastructure Isolated or shared environments depending on tier and contract.
  • AI-powered automation, analytics, decision-support, and predictive systems Machine learning models operating as advisory tools.
  • Advanced data processing and integrations ERP, MES, CRM, HL7/FHIR, and custom API endpoints.
  • Custom workflows, API usage, and enterprise deployment options Bespoke pipelines for regulated industries.
  • High-availability architecture and premium support 99.9%+ uptime, priority escalation, dedicated contacts.
  • Optional on-premise hybrid or private cloud deployments For customers with strict data sovereignty requirements.

Clients may receive customized service configurations, contractual addenda, and service-level agreements ("SLA") which prevail in case of conflict with these Terms.

Clause 3

Definitions

Platform

The Company's cloud software, infrastructure, APIs, dashboards, and AI engines.

AI Services

Machine learning models, inference engines, decision-support systems, automation modules, and data intelligence tools.

Client Data

All data uploaded, processed, generated, or transmitted by Client.

Derived Data

Anonymized, aggregated, or statistical data derived from Client Data.

Regulated Data

Personal data, medical data, patient data, financial data, or any legally protected information.

Clauses 4–5

License & Ownership

4. License Grant

Subject to compliance with these Terms, the Company grants the Client a non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services solely for internal business or clinical operations. No ownership rights are transferred.

5. Ownership & Intellectual Property
  • The Company retains all rights, title, and interest in all software, models, algorithms, source code, AI frameworks, branding, and documentation.
  • The Client retains ownership of all Client Data.
  • The Company may use Derived Data for service improvement, AI model training, research, analytics, and performance optimization.
  • Derived Data shall never identify the Client or individuals.
Clause 6

AI Use Disclaimer

AI outputs are probabilistic and advisory only. They do not replace professional judgment, medical diagnosis, legal advice, or financial consultation.

Final decisions remain the sole responsibility of licensed professionals. The Company disclaims all liability arising from sole reliance on AI outputs.

Advisory Only
AI does not replace licensed professional judgment.
Human Accountability
Decisions remain the responsibility of licensed professionals.
Clauses 7–9

Compliance, Security & Data Retention

7. Regulatory Compliance
  • HIPAA, GDPR, HITECH, ISO, SOC, and all applicable healthcare and data protection laws
  • Patient consent and lawful data processing authorizations
  • Data residency and cross-border transfer regulations

The Company acts as Data Processor or Service Provider where applicable. A Data Processing Agreement (DPA) may override conflicting provisions.

8. Data Security & Privacy
  • Encryption at rest and in transit
  • Role-based access controls
  • Audit logging
  • Network segmentation
  • Regular vulnerability assessments

No system is entirely secure. The Client acknowledges inherent cybersecurity risks.

9. Data Retention & Deletion
  • Client Data may be exported within a defined termination window.
  • Data will be securely deleted thereafter unless legally required to retain.
Clauses 10–13

Operations & Conduct

10. Availability & SLA
  • 99.9%+ uptime commitments (where contracted)
  • Priority support and escalation paths

Downtime caused by force majeure, client misuse, internet failure, or third-party integrations is excluded from uptime guarantees.

11. Fees & Payment
  • Fees defined in contract or order form
  • Net-30 payment terms unless stated otherwise
  • Late payments may result in suspension
  • Fees are non-refundable unless explicitly agreed
12. Prohibited Use
  • Reverse engineering or copying the platform
  • Illegal, harmful, or unethical usage
  • Training external AI models
  • Introducing malware or exploiting vulnerabilities
  • Violating patient privacy or rights
13. Confidentiality

Each party shall protect all confidential information. Obligations survive termination.

Clauses 14–17

Liability, Warranty & Termination

14. Indemnification

Client shall indemnify and hold harmless the Company from claims arising from Client Data, regulatory violations, improper medical use, or third-party claims caused by Client actions.

15. Limitation of Liability

The Company shall not be liable for indirect damages, loss of profits, business interruption, data loss, or AI decision consequences. Total liability is capped at fees paid in the previous 12 months.

16. Warranty Disclaimer

Services are "AS IS" and "AS AVAILABLE" without warranties of accuracy, fitness for medical diagnosis, uninterrupted service, or regulatory compliance.

17. Termination
  • Immediate termination for security breaches, data law violations, non-payment, or misuse
  • Client termination subject to contract terms
Clauses 18–21

Audit, Export & Continuity

18. Audit Rights

Audits permitted with reasonable notice, NDA, and limited system exposure.

19. Export Controls

Client shall not use or export the Services in violation of international trade or sanctions laws.

20. Force Majeure

Neither party is liable for failures caused by natural disasters, war, pandemics, government actions, or infrastructure failures.

21. Subprocessors

The Company may use trusted cloud, hosting, and AI infrastructure providers. A list is available upon request.

Clause 22

Custom Enterprise Addenda

Such addenda override these Terms where applicable.

Custom SLAs

Tailored uptime, response times, and support escalation paths.

On-Premise Deployments

Air-gapped or hybrid installations for sovereign environments.

Security Addenda

Additional controls, certifications, and audit rights.

Compliance Certifications

Framework-specific attestations for regulated industries.

Private AI Model Hosting

Fully isolated inference environments under your control.

Clauses 23–25

Governing Law, Amendments & Entire Agreement

23. Governing Law & Jurisdiction

Governed by the Master Service Agreement. Disputes resolved via arbitration or courts therein.

24. Amendments

The Company may update these Terms with notice. Continued use constitutes acceptance.

25. Entire Agreement

These Terms, together with any SLA, DPA, or Enterprise Contract, constitute the entire agreement.

Clause 26

Enterprise Clause

The Services are mission-critical enterprise systems utilizing advanced AI technology. Clients assume full responsibility for deployment, interpretation, and regulatory compliance. Provider liability is strictly limited.

Mission-Critical
Client assumes full responsibility for deployment and regulatory compliance.
Limited Liability
Provider liability capped at fees paid in the previous 12 months.

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