Cerebric Ltd - Terms of Service

Version 1.0 | Last updated: 3 May 2025

These Terms of Service (these "Terms") are entered into between Cerebric Ltd, a company registered in England and Wales (company number 16033558) with its registered office at 128 City Road, London, EC1V 2NX ("Cerebric", "we", "our" or "us"), and you, the user of our website ("you" or "your").

These Terms govern your access to and use of our website at www.cerebric.io and any successor URLs (the "Site").

Cerebric provides a software platform to qualified healthcare organisations and professionals in the United Kingdom (the "Services"). Access to and use of the Services is governed by a separate written services agreement between Cerebric and the customer organisation (a "Service Agreement") and any associated Data Processing Agreement ("DPA"). These Terms apply to your use of the Site only. Where you also use the Services, the Service Agreement and DPA govern that use.

By accessing the Site, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Notice. If you do not agree, you must not use the Site.

1. Use of the Site

1.1 Site licence

Subject to your continued compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Site. We may suspend or terminate this licence in accordance with these Terms.

1.2 No medical advice

The Site is informational only. Nothing on the Site constitutes medical, clinical, legal, or other professional advice. You must not rely on any content of the Site to diagnose, treat, or manage any medical condition.

THE SITE IS NOT DESIGNED, INTENDED, OR APPROPRIATE FOR USE IN EMERGENCY OR LIFE-THREATENING SITUATIONS. IF YOU OR ANOTHER PERSON IS EXPERIENCING A MEDICAL OR PSYCHIATRIC EMERGENCY, CALL 999 IMMEDIATELY OR ATTEND THE NEAREST A&E DEPARTMENT.

1.3 Acceptable use

You agree not to, and not to permit any third party to:

• provide false, misleading, or fraudulent information through the Site;
• impersonate another person or misrepresent your professional status or authority;
• copy, distribute, publish, or disclose any part of the Site in any medium, including by automated scraping, crawling, or data mining;
• reverse engineer, decompile, disassemble, or attempt to derive the source code or underlying technology of the Site, except to the extent permitted by Applicable Law;
• introduce viruses, malware, or other harmful code, attempt to bypass authentication or rate limits, or impose an unreasonable load on our infrastructure;
• use the Site to develop, train, or benchmark a competing product or service, or to extract data for that purpose; or
• use the Site in a manner that breaches any applicable law or the rights of any third party.

1.4 Communications

By providing us with an email address or other electronic contact details, you consent to receiving Site-related notices from us by those means, including notices required by Applicable Law. Unsecured email and SMS are not confidential channels and you should not use them to transmit confidential or sensitive information.

1.5 Changes to the Site

We may modify, add to, or remove features of the Site from time to time, with or without notice.

2. Intellectual Property

2.1 Our intellectual property

The Site, including all software, content, text, graphics, logos, designs, and underlying technology, is and will remain the exclusive property of Cerebric Ltd and its licensors. All rights not expressly granted to you in these Terms are reserved by us.

You must not sell, sublicense, modify, distribute, copy, or create derivative works of any part of the Site, except to the extent expressly permitted by these Terms or Applicable Law.

2.2 Names and logos

The name "Cerebric" and the Cerebric logo are used by Cerebric Ltd to identify our business, products, and services. You must not use them in any way that suggests endorsement, sponsorship, or affiliation by us without our prior written consent, except to identify Cerebric accurately in factual statements.

2.3 Feedback

If you provide us with suggestions, ideas, or feedback about the Site ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use that Feedback for any purpose, including to develop and improve our products and services. Feedback is provided on a non-confidential basis.

3. Privacy and Security

Our processing of personal data collected through the Site is described in our Privacy Notice. We implement appropriate technical and organisational measures to protect personal data, including encryption in transit and at rest, role-based access controls, and audit logging.

You acknowledge that no internet-connected service can be guaranteed to be entirely secure, and you remain responsible for the security of the systems, networks, and devices you use to access the Site.

4. Third-Party Services and Integrations

The Site may contain links to, or interoperate with, third-party websites, services, or systems (each a "Third-Party Service"). Where you authorise a connection or integration with a Third-Party Service, you grant us permission to access and exchange information with that Third-Party Service on your behalf, in accordance with the configuration you have set.

We do not control, endorse, or assume responsibility for any Third-Party Service. Your use of a Third-Party Service is governed by that provider's own terms and privacy policies. You are responsible for maintaining your own credentials and entitlements with each Third-Party Service and for the consequences of any instructions you give us in connection with such integrations.

5. Indemnity

You agree to indemnify and hold harmless Cerebric Ltd and its officers, directors, employees, and contractors from and against any third-party claims, damages, losses, liabilities, costs, and reasonable legal fees arising out of or in connection with: (a) your breach of these Terms; (b) any content you submit through the Site; (c) your violation of any third-party right, including intellectual property or privacy rights; or (d) your breach of any applicable law.

6. Warranties and Disclaimer

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS, OR THAT ANY CONTENT ON THE SITE IS COMPLETE, ACCURATE, OR UP TO DATE.

7. Limitation of Liability

Liabilities not excluded. Nothing in these Terms limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot lawfully be limited or excluded under English law, including (where you are a consumer) any rights you have under the Consumer Rights Act 2015 or other applicable consumer protection legislation that cannot be excluded or restricted by agreement.

Excluded losses. Subject to the paragraph above, we will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: (a) loss of profits, revenue, or anticipated savings; (b) loss of business, contracts, or goodwill; (c) loss or corruption of data; or (d) indirect, special, or consequential loss, in each case whether or not foreseeable.

Cap on liability. Subject to the paragraphs above, our total aggregate liability to you arising out of or in connection with these Terms and your use of the Site will not exceed one hundred pounds sterling (£100).

8. Suspension and Termination

We may suspend or terminate your access to all or part of the Site at any time, with or without notice, if: (a) we reasonably believe the Site is being used in breach of these Terms or any applicable law; (b) there is a security incident or risk of harm that requires immediate action; (c) we receive a complaint, court order, or regulatory direction that we reasonably consider requires us to do so; or (d) we decide, in our discretion, to discontinue or restrict access to the Site or any part of it.

We will not be liable to you for any suspension or termination of your access to the Site under this Section 8. Any provisions of these Terms which by their nature should survive termination (including Sections 2, 5, 6, 7, and 9) will continue in force.

9. Governing Law and Jurisdiction

These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any such dispute, save that, if you are a consumer resident in another part of the United Kingdom, you may bring proceedings in the courts of the part of the United Kingdom where you reside.

10. General

10.1 Changes to these Terms

We may update these Terms from time to time by posting the updated version on the Site. The updated Terms take effect when posted. Your continued use of the Site after the effective date constitutes acceptance of the updated Terms.

10.2 Notices

We may give notices to you by posting on the Site or, where we hold an email address for you, by email. You may give notices to us at team@cerebric.io.

10.3 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer these Terms in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets.

10.4 No partnership or agency

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship between you and us.

10.5 No third-party rights

A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of their terms. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

10.6 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force, and the invalid provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent.

10.7 Waiver

A failure or delay by either party to exercise any right under these Terms is not a waiver of that right, and a single or partial exercise does not preclude any further exercise.

10.8 Entire agreement

These Terms, together with the Privacy Notice and (where applicable) any signed Service Agreement and DPA, constitute the entire agreement between you and us in relation to the Site and supersede all prior or contemporaneous communications and proposals.

10.9 Contact

Questions about these Terms should be sent to team@cerebric.io.