Please read these Terms and Conditions carefully. These Terms and Conditions together with any Order Form and our Privacy Policy and Cookie Policy (the “Agreement”) set out the terms on which CareScribe makes the Service available. By entering into an agreement with CareScribe in respect of the Service, or by accessing, downloading, installing, or using the Service, you are agreeing to be bound by the terms that appear below.
DEFINITIONS
1.1 ‘CareScribe’ means CareScribe Ltd.
1.2 ‘Customer’ means the individual, business, organisation or other natural or legal person who purchases a subscription for the Service.
1.3 ‘Order Form’ means the hard copy or online order form (or equivalent ordering process) issued by CareScribe under which the Customer has ordered a subscription to use the Service.
1.4 ‘Service’ means the TalkType software product and service made available by CareScribe, designed to convert dictated words into typed text, together with any updates or new releases made available pursuant to this Agreement.
1.5 ‘User’ means any individual authorised by the Customer to access and use the Service.
1.6 ‘Customer Data’ means any data, information or content which the Customer and/or its Users input into or generate through use of the Service.
1.7 ‘Fees’ means all fees payable for the Service, including one-off fees and recurring subscription fees, as set out in the Order Form or CareScribe’s pricing from time to time.
1.8 ‘Subscription Term’ means the term of the Customer’s subscription (for example, monthly or annual) as set out in the Order Form.
1.9 ‘Agreement’ means these Terms and Conditions together with the Order Form, the Privacy Policy, the Cookie Policy, the Data Processing Addendum at Annex 3, and any other document expressly incorporated by reference.
1.10 ‘Trial Period’ means any free trial period for the Service selected by the Customer (if offered).
1.11 ‘Business Hours’ means 9:00 AM to 5:00 PM (UK time), Monday to Friday, excluding UK bank holidays.
1.12 ‘Target Uptime’ has the meaning given in clause 11.1.
1.13 ‘Service Credit’ has the meaning given in clause 11.3.
1.14 ‘Confidential Information’ has the meaning given in clause 17.1.
1.15 ‘Claim’ has the meaning given in clause 12.1.
1.16 ‘Warranty Period’ has the meaning given in clause 10.4.
PROVISION OF THE SERVICE
2.1 CareScribe will make the Service available to the Customer during the Subscription Term, subject to and in accordance with this Agreement.
2.2 The Service is intended to be used as a speech recognition tool to convert dictated words into typed text.
2.3 The specific features, functionality, user limits, device limits, transcription minute allowances, fair usage limits, technical limits, and other usage restrictions applicable to the Customer depend on the subscription or plan purchased, as described in the applicable Order Form, enterprise agreement, CareScribe’s website, and/or any Fair Usage Policy notified by CareScribe from time to time.
2.4 Where a subscription plan is described as including “unlimited” use, “unlimited” means use by an individual User for ordinary, reasonable use of the Service as a speech recognition and dictation tool, and is subject to fair usage. It does not permit automated, bulk, shared, excessive, abusive, resale, bureau, non-human, or unusually high-volume use, or any use materially outside the intended purpose of the Service.
2.5 CareScribe may monitor usage of the Service to protect the security, stability, performance, availability, and commercial sustainability of the Service. If CareScribe reasonably considers that use is excessive, abnormal, abusive, or materially outside ordinary individual use, CareScribe may contact the Customer, require the Customer or User to reduce usage, apply reasonable technical limits, suspend or restrict access, or require the Customer to move to an appropriate plan, subject always to any express contrary terms agreed in an applicable Order Form or enterprise agreement.
2.6 CareScribe may change or update the Service from time to time, provided that such changes do not materially reduce the Service’s overall functionality.
FREE TRIAL (IF APPLICABLE)
3.1 If the Customer has selected a free trial of the Service, CareScribe grants to the Customer a limited, non-exclusive, non-transferable licence to use the Service free of charge for the Trial Period for the sole purpose of evaluating whether it wishes to purchase a subscription.
3.2 The licence granted under clause 3.1 will terminate automatically at the end of the Trial Period, unless the Customer has purchased (and paid for) a subscription. If the Customer has not purchased (and paid for) a subscription at the end of the Trial Period, it must make no further use of the Service after the end of the Trial Period and must permanently delete and erase all copies of the Service from its computer systems.
3.3 The Customer may only benefit from one free trial. If CareScribe discovers that the Customer (or any Users for which it is responsible) has requested or benefitted from more than one free trial, or continued using the Service after the end of the Trial Period, the Customer will become liable to pay the applicable subscription Fees.
SUBSCRIPTION FEES AND PAYMENT
4.1 Fees shall be as set out in the Order Form, or as stipulated by CareScribe from time to time, and shall be payable monthly or annually (as applicable) in advance, by such method(s) as CareScribe may reasonably require.
4.2 Unless otherwise agreed in writing, CareScribe invoices are payable within thirty (30) days of receipt.
4.3 CareScribe is under no obligation to provide (or continue providing) the Service if Fees are overdue.
4.4 CareScribe may increase or vary Fees by giving the Customer at least thirty (30) days’ prior notice in writing, and any increase will take effect from the next renewal (unless otherwise agreed in writing).
TERM AND TERMINATION
5.1 Agreements continue for the Subscription Term and will automatically renew for successive periods of equal duration (each a “Renewal Term”), unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term or Renewal Term.
5.2 The Customer may terminate this Agreement for convenience at any time by giving CareScribe no less than thirty (30) days’ notice in writing. Termination will take effect at the end of the then-current Subscription Term or Renewal Term.
5.3 Either party may terminate this Agreement immediately by written notice if the other party commits a material breach and fails to remedy it within fourteen (14) days of written notice, or becomes insolvent.
5.4 CareScribe may terminate this Agreement by notice in writing if the Customer (or any User for which it is responsible) commits a material breach of this Agreement and fails to remedy that breach within fourteen (14) days of receiving written notice specifying the breach.
5.5 On termination or expiry for any reason, the Customer agrees to cease all use of the Service (and procure that its Users cease all use of the Service) and to delete or destroy all copies of the Service in its possession or control.
INTELLECTUAL PROPERTY AND CUSTOMER DATA
6.1 The Service and all intellectual property rights in it are owned by CareScribe and/or its licensors.
6.2 Nothing in this Agreement transfers any intellectual property rights to the Customer, other than the limited rights expressly granted.
6.3 As between the parties, the Customer retains all right, title, and interest in and to Customer Data.
ACCEPTABLE USE AND RESTRICTIONS
7.1 The Customer is responsible for all use of the Service by its Users and for ensuring Users comply with this Agreement.
7.2 The Customer must ensure it has all necessary permissions, consents, rights, and licences required to use the Service.
7.3 Subject to payment of applicable Fees and compliance with this Agreement, CareScribe grants to the Customer a limited, non-exclusive, non-transferable licence to use the Service during the Subscription Term.
7.4 Each subscription permits the Customer to install the Service on devices owned, leased and/or controlled by the Customer (or, if applicable, its Users) subject to any user, device, or technical limits set out in the Order Form.
7.5 Where the Customer has purchased the Service for use by Users, the Customer agrees that it must purchase a subscription for each User and that it shall be responsible for ensuring that all Users abide by the terms and conditions of this Agreement.
7.6 The Customer may make a reasonable number of copies of the Service for back-up, archival, or other security purposes.
7.7 The Customer must not (and must not permit any User to):
7.7.1 use the Service unlawfully or in a way that infringes the rights of others; or
7.7.2 use the Service to provide a bureau service or otherwise make the Service available to third parties.
7.8 Except as expressly permitted by this Agreement or by applicable law, the Customer may not (and its Users may not) rent, lease, sublicense, sell, assign, pledge, transfer, reverse engineer, decompile, disassemble, modify, create derivative works from, or otherwise dispose of the Service.
7.9 The Customer shall reproduce and include all copyright notices on all copies of the Service.
AI AND PRODUCT IMPROVEMENT
8.1 No training on Customer Data. CareScribe will not use Customer Data to train, fine-tune, or improve any generative AI models in any way.
8.2 Zero retention for AI. Where the Service uses third-party large language models, CareScribe will ensure those providers are contractually required to apply “zero data retention” (or equivalent) for the relevant processing.
8.3 Anonymised product improvement. CareScribe may collect and analyse anonymised, de-identified, and aggregated metadata relating to the use and performance of the Service and may use such anonymised data to improve the Service.
SUPPORT AND UPDATES
9.1 During the Subscription Term, the Customer shall be entitled to receive updates to the Service and support.
9.2 Updates comprise access to such updates and new releases to the Service as CareScribe may make generally available to its customers from time to time.
9.3 Support comprises the ability of the Customer to submit a reasonable number of technical queries concerning the Service by email to [email protected]. On receipt of a request for support, CareScribe will use reasonable endeavours to respond within five (5) working days.
WARRANTIES AND DISCLAIMERS
10.1 The Service is made available as a tool to assist users to convert dictated words into typed text. CareScribe does not warrant or guarantee that the functioning or output of the Service will be accurate or error free.
10.2 The Customer remains solely responsible for checking, selecting, and using the appropriate terms and words in any documents or correspondence it creates.
10.3 To the fullest extent permitted by law, CareScribe disclaims all responsibility and liability to the Customer, its Users, and any third party resulting from any user using incorrect or inappropriate terms or words in any document or correspondence.
10.4 If the Customer purchases a subscription and has paid the applicable Fees in full, CareScribe warrants that the Service will for a period of one (1) month after the date of first purchase (the “Warranty Period”) perform substantially in accordance with its description as detailed in the relevant technical specification published by CareScribe from time to time.
10.5 If the Customer notifies CareScribe of any material and demonstrable errors in the Service during the Warranty Period, CareScribe will (at its option) either: (i) use reasonable endeavours to correct any such errors; or (ii) refund any Fees paid by the Customer during the Warranty Period. This clause sets out the Customer’s sole remedy and CareScribe’s entire liability for breach of the warranty.
10.6 CareScribe shall not be liable under the warranty above if the Service fails to operate in accordance with the warranty as a result of any modification not performed by CareScribe or caused by any abuse, corruption, or incorrect use of the Service, including use of the Service with equipment or other software which is incompatible.
SERVICE LEVELS, SUPPORT AND MAINTENANCE
11.1 Target uptime. CareScribe shall use commercially reasonable endeavours to ensure that the Service is available at least 99.9% of the time in any calendar month (“Target Uptime”).
11.2 Exclusions. Target Uptime excludes downtime caused by planned maintenance (notified at least 24 hours in advance), emergency maintenance, events beyond CareScribe’s reasonable control, or outages caused by the Customer’s connectivity, systems, or third-party hardware/software.
11.3 Service credits. If CareScribe fails to meet Target Uptime in a month, the Customer will be entitled to a service credit equal to 5% of the monthly pro-rata subscription fee for every 1% of downtime below Target Uptime, capped at 25% of the monthly fee (a “Service Credit”). Service Credits are applied against the next renewal invoice.
11.4 Sole remedy for uptime. Service Credits are the Customer’s sole and exclusive remedy for failure to meet Target Uptime.
INTELLECTUAL PROPERTY INFRINGEMENT INDEMNITY
12.1 CareScribe shall defend the Customer against any third-party claim alleging that the Customer’s use of the Service in accordance with this Agreement infringes that third party’s intellectual property rights (a “Claim”) and shall indemnify the Customer for any amounts finally awarded against the Customer in judgment or settlement of such Claims.
12.2 This indemnity is conditional upon the Customer:
12.2.1 notifying CareScribe in writing within five (5) business days of becoming aware of the Claim;
12.2.2 giving CareScribe sole authority to defend or settle the Claim; and
12.2.3 providing all reasonable assistance and information requested by CareScribe (at CareScribe’s expense).
12.3 CareScribe shall have no liability under this clause 12 for any Claim resulting from:
12.3.1 modification of the Service made by anyone other than CareScribe;
12.3.2 use of the Service in combination with hardware, software, or data not provided or approved by CareScribe; or
12.3.3 infringement caused by content or data provided by the Customer or its Users.
12.4 If a Claim is made or, in CareScribe’s reasonable opinion, is likely to be made, CareScribe may at its sole option and expense:
12.4.1 procure the right for the Customer to continue using the Service;
12.4.2 modify the Service so that it becomes non-infringing; or
12.4.3 terminate the Customer’s subscription and provide a pro-rata refund of any prepaid, unused Fees.
LIMITATION OF LIABILITY
13.1 Nothing in this Agreement limits or excludes either party’s liability for:
13.1.1 death or personal injury caused by negligence;
13.1.2 fraud or fraudulent misrepresentation; or
13.1.3 any liability which cannot be limited or excluded by applicable law.
13.2 Save as provided in clause 13.1, in no event will CareScribe be liable for any lost profits, lost savings, loss of data, loss of business or any indirect, special, incidental or consequential damages arising out of the use of or inability to use the Service.
13.3 General liability cap. Subject to clause 13.1, CareScribe’s total aggregate liability in contract, tort (including negligence), or otherwise arising in connection with this Agreement in any subscription year shall be limited to 150% of the Fees paid or payable in that subscription year.
13.4 Data protection and confidentiality super-cap. Notwithstanding clause 13.3, where a claim arises directly from CareScribe’s material breach of its data protection obligations under clause 17, confidentiality obligations under clause 18, or applicable statutory data privacy laws, CareScribe’s maximum aggregate liability shall be capped at the higher of: (i) 150% of the Fees paid or payable in the preceding twelve (12) months; or (ii) £50,000.
THIRD PARTY SOFTWARE AND COMPONENTS
14.1 The Service may include third-party software, services, or components (including open source).
14.2 The Customer agrees to comply with any applicable third-party terms governing those components. If there is any conflict between these Terms and Conditions and any relevant third-party terms, the third-party terms prevail with respect to that component.
NOTICES
15.1 Notices shall be given to CareScribe via email at [email protected] (or such other address as notified) and to the Customer at the email or postal address associated with the Customer’s account or Order Form.
15.2 Notice is deemed received when an email is received (or on the next business day if received on a weekend or public holiday) or three (3) days after the date of posting.
MARKETING AND PUBLICITY
16.1 CareScribe may state that the Customer is a CareScribe customer and may include the Customer’s name and logo in customer lists and promotional materials.
16.2 The Customer may revoke this right by written notice, and CareScribe will be given a minimum of one (1) year to stop the use.
DATA PROTECTION AND PRIVACY
17.1 CareScribe will collect and process personal data concerning the Customer and/or its Users and their use of the Service, in accordance with its Privacy Policy and Cookie Policy in force from time to time.
17.2 Where CareScribe processes personal data on the Customer’s behalf in connection with providing the Service, the Customer is the controller and CareScribe is the processor.
17.3 The Customer acknowledges and agrees that the Service can be voice activated and will therefore be “listening” for activation commands in the background when it is open or enabled but not being used. However, CareScribe will not collect or process any audio data during such periods except for the purposes of providing the voice activation functionality.
17.4 CareScribe will process Customer Personal Data only on documented instructions, maintain appropriate technical and organisational measures, and ensure personnel are bound by confidentiality.
17.5 Breach notification. CareScribe will notify the Customer within forty-eight (48) hours of becoming aware of a personal data breach affecting Customer Personal Data.
17.6 The Data Processing Addendum at Annex 3 applies to processing carried out by CareScribe as processor, unless the parties have expressly agreed alternative data processing terms in writing.
17.7 The Customer also acknowledges that by default the Service may collect and store data concerning use of the Service, including details of corrections to words made by users. CareScribe may use this data only as permitted under this Agreement, the Privacy Policy, the Cookie Policy, and Annex 3, and not to train, fine-tune, or improve generative AI models.
CONFIDENTIALITY
18.1 “Confidential Information” means all information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is marked as confidential or should reasonably be considered confidential.
18.2 The Recipient shall:
18.2.1 keep Confidential Information strictly confidential;
18.2.2 use it solely for the purpose of performing obligations under this Agreement; and
18.2.3 apply at least the same degree of care to protect it as it uses for its own sensitive information (and in any event no less than a reasonable standard of care).
18.3 The Recipient may disclose Confidential Information to employees, officers, and professional advisers who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.
18.4 Mandatory Regulatory and Whistleblowing Carve-Outs. Notwithstanding clause 18.2, nothing in this Agreement prevents a party from disclosing Confidential Information:
18.4.1 By law. If required by a court order, government body, or regulatory authority, provided the Recipient (where legally permitted) gives the Discloser prompt notice.
18.4.2 Protected disclosures. To law enforcement, a regulated healthcare professional, or a legal adviser regarding criminal conduct, discrimination, harassment, or whistleblowing, as protected under the Victims and Prisoners Act 2024 or applicable employment rights legislation.
18.5 The obligations in this clause 18 continue for five (5) years after termination.
18.6 On written request, the Recipient shall return or securely destroy all copies of Confidential Information and (if requested) certify such destruction.
ANTI-BRIBERY AND MODERN SLAVERY
19.1 Each party shall comply with the Bribery Act 2010 and maintain its own policies and procedures designed to prevent bribery and corruption.
19.2 CareScribe warrants that it has no record of modern slavery within its business or supply chain and shall comply with the Modern Slavery Act 2015.
CONSUMER CANCELLATION RIGHTS
20.1 For the purposes of this clause, the Customer is a “Consumer” if: (i) they are an individual; and (ii) they are purchasing a subscription to use the Service wholly or mainly for personal use, separate from their trade, business, craft, or profession.
20.2 If the Customer is a Consumer, they have a statutory right under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 to change their mind and cancel this Agreement within fourteen (14) days from the date the contract is entered into (the “Cancellation Period”) without giving any reason.
20.3 If the Customer downloads, accesses, or uses the Service before the Cancellation Period ends, the Customer acknowledges and explicitly agrees that they may lose their right to change their mind once the digital delivery or use of the Service has commenced.
20.4 To exercise cancellation rights (where applicable), the Customer must notify CareScribe prior to the expiry of the Cancellation Period by emailing [email protected] or by using the model Consumer Cancellation Form provided in Annex 2.
GENERAL
21.1 CareScribe may transfer and/or assign its rights and obligations under this Agreement.
21.2 This Agreement represents the entire agreement between the parties in relation to the Service and may be amended only by written agreement.
21.3 Neither party is liable for failures caused by events beyond their reasonable control.
21.4 No term of this Agreement is enforceable by any person who is not a party under the Contracts (Rights of Third Parties) Act 1999.
21.5 This Agreement is governed by the laws of England and Wales.
ANNEX 1
TALKTYPE PRODUCT DESCRIPTION
The TalkType product assists users to convert spoken or dictated words into typed text.
ANNEX 2
CONSUMER CANCELLATION FORM
(Complete and return this form only if you wish to withdraw from the contract)
To: CareScribe Ltd, Unit 2.3 Temple Studios, Temple Gate, Bristol, England, BS1 6QA, UK.
I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract for the supply of the following software,
Ordered on,
Name of Consumer(s),
Address of Consumer(s),
Signature of Consumer(s) (only if this form is notified on paper)
Date
[*] Delete as appropriate
ANNEX 3: DATA PROCESSING ADDENDUM
This Data Processing Addendum is incorporated into these Terms and applies where CareScribe processes Personal Data on behalf of the Customer in connection with the Service.
1. Definitions
1.1 In this Annex, “Data Protection Laws” means the UK GDPR, the Data Protection Act 2018 and, where applicable, the EU GDPR and any related implementing or supplementary data protection legislation.
1.2 The terms “Controller”, “Processor”, “Personal Data”, “Processing”, “Data Subject”, “Personal Data Breach”, “Sub-processor” and “Supervisory Authority” have the meanings given to them in Data Protection Laws.
1.3 “Customer Personal Data” means Personal Data uploaded to, input into, generated through, or otherwise processed using the Service by or on behalf of the Customer or its Users.
2. Roles of the parties
2.1 The parties agree that, in respect of Customer Personal Data processed through the Service, the Customer is the Controller and CareScribe is the Processor.
2.2 The Customer is responsible for determining the lawful basis for its Processing, providing any required privacy notices, obtaining any required consents or permissions, and ensuring its instructions to CareScribe are lawful.
2.3 CareScribe will process Customer Personal Data only on the Customer’s documented instructions, including as set out in the Agreement, any Order Form, this Annex, and the Customer’s use and configuration of the Service, unless required to do otherwise by applicable law.
3. Subject matter, nature and purpose of processing
3.1 The subject matter of the Processing is the provision, support, maintenance, security and improvement of the Service.
3.2 The nature of the Processing may include receiving, hosting, storing, transmitting, converting speech to text, organising, displaying, exporting, deleting and otherwise processing Customer Personal Data as necessary to provide the Service.
3.3 The purpose of the Processing is to provide the TalkType Service to the Customer and its Users, including speech recognition, dictated text generation, storage, retrieval, support, security, audit logging and related operational activities.
3.4 Processing will continue for the Subscription Term and any applicable export, deletion, backup or legal retention period.
4. Categories of Data Subjects and Personal Data
4.1 Categories of Data Subjects may include:
4.1.1 Customer Users, including employees, contractors, students, learners, service users or other authorised individuals;
4.1.2 individuals whose speech, dictation or information is captured by the Customer or its Users; and
4.1.3 individuals referred to in dictated content, text, usage records or other Customer Data.
4.2 Categories of Customer Personal Data may include:
4.2.1 account information, names, contact details and user identifiers;
4.2.2 speech, dictation or audio content processed through the Service;
4.2.3 dictated text, corrections, user dictionary entries, preferences and related outputs;
4.2.4 usage, access, security, audit and support metadata; and
4.2.5 any other Personal Data included by the Customer or its Users in Customer Data.
4.3 Special Category Data may be processed only where included by the Customer or its Users in speech, dictation, text, corrections or other Customer Data. The Customer remains responsible for identifying an appropriate Article 9 condition and ensuring appropriate safeguards for such Processing.
5. CareScribe’s Processor obligations
5.1 CareScribe will:
5.1.1 comply with Data Protection Laws applicable to it as Processor;
5.1.2 ensure persons authorised to process Customer Personal Data are subject to appropriate confidentiality obligations;
5.1.3 implement appropriate technical and organisational measures to protect Customer Personal Data, taking into account the risks presented by the Processing;
5.1.4 assist the Customer, taking into account the nature of the Processing and information available to CareScribe, with Data Subject rights requests, DPIAs, prior consultations and breach notifications where required by Data Protection Laws;
5.1.5 notify the Customer without undue delay and within forty-eight (48) hours after becoming aware of a Personal Data Breach affecting Customer Personal Data;
5.1.6 make available information reasonably necessary to demonstrate compliance with this Annex; and
5.1.7 maintain records of Processing as required by Article 30(2) UK GDPR.
5.2 CareScribe may charge reasonable fees for assistance under clause 5.1.4 where the assistance is not required because of CareScribe’s breach of this Annex.
6. Security measures
6.1 CareScribe will maintain technical and organisational measures appropriate to the risk, which may include:
6.1.1 encryption of Customer Personal Data in transit using TLS 1.2 or higher;
6.1.2 encryption of Customer Personal Data at rest using AES-256 or equivalent controls;
6.1.3 role-based access control, least privilege and multi-factor authentication for administrative access;
6.1.4 logging, monitoring and audit controls for security-relevant events;
6.1.5 vulnerability management, patching and secure development practices;
6.1.6 supplier and Sub-processor due diligence;
6.1.7 incident response, backup, resilience and recovery procedures; and
6.1.8 personnel confidentiality and security awareness training.
6.2 The Customer acknowledges that security is a shared responsibility and is responsible for managing its Users, access rights, devices, networks, notices, recording or dictation practices and configuration of the Service.
7. Sub-processors
7.1 The Customer gives CareScribe general written authorisation to appoint Sub-processors for the Service.
7.2 CareScribe will maintain an up-to-date list of Sub-processors and make it available to the Customer on request.
7.3 CareScribe will ensure Sub-processors that process Customer Personal Data are bound by written terms that provide a level of protection materially equivalent to this Annex.
7.4 CareScribe remains responsible for the performance of its Sub-processors’ data protection obligations.
7.5 CareScribe will provide reasonable notice of material changes to Sub-processors and allow the Customer a reasonable opportunity to object on reasonable, evidenced data protection grounds.
8. International transfers
8.1 CareScribe will not make a restricted international transfer of Customer Personal Data unless it has implemented an appropriate transfer mechanism under Data Protection Laws, such as an adequacy decision, the UK International Data Transfer Agreement, the UK Addendum to the EU Standard Contractual Clauses, the EU Standard Contractual Clauses, or another lawful transfer mechanism.
8.2 Where reasonably required, CareScribe will provide relevant information about transfer safeguards, subject to confidentiality and security restrictions.
9. AI and product improvement
9.1 CareScribe will not use Customer Data or Customer Personal Data, including speech, dictation, audio, dictated text, corrections, notes or outputs, to train, fine-tune or improve generative AI models.
9.2 Where the Service uses third-party large language models or AI inference services, CareScribe will ensure those providers are contractually required to apply no-training and zero-retention or equivalent transient-processing controls for the relevant Processing.
9.3 CareScribe may use anonymised, de-identified and aggregated metadata relating to use and performance of the Service to improve the Service, provided it does not identify the Customer, any User or any Data Subject.
10. Deletion, return and retention
10.1 On termination or expiry of the Agreement, CareScribe will delete Customer Personal Data in accordance with this Annex, subject to any lawful retention, backup, security, audit or legal hold requirements.
10.2 CareScribe will delete Customer Personal Data in accordance with its standard deletion processes, except where retention is required by law or where Customer Personal Data is retained in backups for a limited period before deletion in accordance with standard backup cycles.
10.3 The Customer may request deletion or return of Customer Personal Data during the Subscription Term, and CareScribe will comply to the extent technically and legally practicable.
11. Audit and assurance
11.1 CareScribe will make available information reasonably necessary to demonstrate compliance with this Annex.
11.2 Where the Customer reasonably requires an audit, the audit must be on reasonable written notice, during Business Hours, no more than once in any twelve (12) month period unless required by a Supervisory Authority or following a material Personal Data Breach, and conducted in a manner that does not unreasonably disrupt CareScribe’s business or compromise security or confidentiality.
11.3 CareScribe may satisfy audit requests by providing appropriate third-party assurance evidence, security summaries, certifications, policies, or written responses where reasonable.
12. Order of precedence and liability
12.1 If there is a conflict between this Annex and the main body of the Agreement, this Annex prevails in respect of data protection obligations only. For all other matters, the main body of the Agreement prevails.
12.2 Liability arising under or in connection with this Annex is subject to the limitations and exclusions in clause 13 of the Agreement, except to the extent such limitations or exclusions are not permitted by applicable law.