These Terms of Service are entered into between Iheal Information Technology L.L.C, a limited liability company incorporated in the Emirate of Dubai, United Arab Emirates, licensed by the Department of Economy and Tourism under trade licence number 1318231, whose registered office is at Office GDP 3-2-3213 and 3218, Al Quoz Industrial Area 3, Dubai, United Arab Emirates (the “Company”), and the person who registers for or uses the Platform in a professional or business capacity (the “Practitioner”).
By registering for an account, by accessing the Platform, or by using any part of it, the Practitioner accepts these Terms.
1. DEFINITIONS AND INTERPRETATION
1.1 Expressions defined in the Privacy and Confidentiality Policy bear the same meaning in these Terms. In addition:
“Agreement” means these Terms, the Order, the Data Processing Addendum and the Privacy and Confidentiality Policy.
“Authorised User” means an individual permitted by the Practitioner to access the Platform under the Practitioner’s account, including the Practitioner’s employees, partners, contractors and administrative personnel.
“Client Data”, “Health Data”, “Health Data Legislation”, “Personal Data”, “Platform” and “Sub-processor Register” bear the meanings given in the Privacy and Confidentiality Policy.
“Confidential Information” means information disclosed by one party to the other which is identified as confidential or which ought reasonably to be understood to be confidential, including Client Data, the Company’s technical and security information, and the commercial terms of the Agreement.
“Data Processing Addendum” means the addendum governing the Company’s processing of Client Data as Processor forming part of the Agreement.
“Fees” means the subscription and other charges payable by the Practitioner as set out in the Order.
“Order” means the subscription plan selected by the Practitioner upon registration or subsequently, together with the Fees, the billing period and any additional services ordered.
“Privacy and Confidentiality Policy” means the policy of that name published by the Company at https://telmeapp.com/privacy-policy, as amended from time to time.
“Terms” means these Terms of Service.
1.2 In these Terms: headings do not affect construction; “including” is not a word of limitation; the singular includes the plural; a reference to a statute includes any amendment to or replacement of it; and a reference to a clause is a reference to a clause of these Terms.
1.3 Where there is inconsistency between the documents comprising the Agreement, the following order of precedence applies: the Data Processing Addendum in respect of the processing of Client Data; then these Terms; then the Order; then the Privacy and Confidentiality Policy. Where any provision of the Agreement is inconsistent with a requirement of the Health Data Legislation, that requirement prevails.
2. ELIGIBILITY AND ACCOUNT
2.1 The Platform is made available only to persons acting in a professional or business capacity. It is not made available to consumers, and a Client does not become a party to these Terms by reason of receiving services from a Practitioner through the Platform.
2.2 A person registering for an account warrants that it is of the age of majority and has full legal capacity to enter into the Agreement, and that the individual accepting these Terms is authorised to bind the Practitioner.
2.3 The Practitioner shall provide accurate and complete registration information and shall keep it current. The Company may suspend or refuse an account where registration information is inaccurate, incomplete or cannot be verified.
2.4 The Practitioner is responsible for all activity conducted under its account, including that of each Authorised User, shall ensure that credentials are kept confidential and are not shared, and shall notify the Company promptly upon becoming aware of any unauthorised access.
2.5 The Practitioner shall procure that each Authorised User complies with the Agreement, and the Practitioner is liable for any act or omission of an Authorised User as though it were its own.
3. LICENCE AND USE OF THE PLATFORM
3.1 Subject to payment of the Fees and to compliance with the Agreement, the Company grants the Practitioner a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Term for the internal purposes of the Practitioner’s practice.
3.2 The Practitioner shall not, and shall not permit any person to: resell, sublicense, rent or make the Platform available to any third party otherwise than as a service to its own Clients; copy, modify, translate, decompile, disassemble or reverse engineer the Platform save to the extent Applicable Law permits notwithstanding this restriction; circumvent or test the security of the Platform save with the Company’s prior written consent; access the Platform in order to build a competing product; use automated means to extract data from the Platform beyond the export functions provided; or use the Platform in a manner which impairs its operation or the use of it by any other person.
3.3 The Practitioner shall not upload to the Platform any material which is unlawful, infringes the rights of another person, or contains malicious code.
3.4 The Company may make changes to the Platform from time to time. Where a change materially reduces functionality upon which the Practitioner relies, the Company shall give not less than 30 days’ notice, and the Practitioner may terminate the affected service without penalty within 30 days of that notice, with a pro rata refund of Fees paid in advance.
4. PRACTITIONER OBLIGATIONS AND WARRANTIES
4.1 The Practitioner warrants and undertakes that:
- it holds, and shall maintain throughout the Term, every licence, registration, permission and professional authorisation which Applicable Law requires for the conduct of its practice and for the services it provides to Clients, including any authorisation required in respect of the remote delivery of services;
- it is the Controller of the Client Data and has determined the categories of Personal Data collected, the purposes for which they are processed and the periods for which they are retained;
- it has a lawful basis for the processing of Client Data, has given each Client the notice which Applicable Law requires, and has obtained every consent which Applicable Law requires, including in respect of a Client who is a Child and in respect of communications transmitted under clause 8;
- it shall comply with Applicable Law in its use of the Platform, including Data Protection Legislation, the Health Data Legislation, the law governing professional confidence and record-keeping in its field, and the law governing unsolicited electronic communications;
- the instructions it gives to the Company in respect of Client Data do not require the Company to act in contravention of Applicable Law; and
- it shall not use the Platform to store or transmit Client Data of a category which the function in use does not require.
4.2 The Practitioner is responsible for the accuracy, quality and legality of the Client Data and for the manner in which it is obtained.
4.3 The Practitioner remains responsible for its own clinical, professional and record-keeping obligations. The Platform is a means of recording and administering the Practitioner’s practice and does not discharge any obligation of the Practitioner.
4.4 The Practitioner shall notify the Company promptly upon any suspension, condition or revocation of a licence, registration or professional authorisation referred to in clause 4.1(a), and upon any regulatory enquiry concerning its use of the Platform.
5. CLIENT DATA AND DATA PROTECTION
5.1 As between the parties, the Practitioner owns all right, title and interest in the Client Data. The Company acquires no right in the Client Data save the limited right to process it as necessary to provide the Platform in accordance with the Agreement.
5.2 The Company processes Client Data as Processor upon the Practitioner’s documented instructions and upon the terms of the Data Processing Addendum. The Company processes Account Data, Technical Data and other Personal Data as Controller in accordance with the Privacy and Confidentiality Policy.
5.3 The Company shall not sell Client Data, shall not process it for advertising, marketing or profiling, and shall not use it, nor permit any provider to use it, for the training, fine-tuning or evaluation of any artificial intelligence model. These restrictions are not qualified by the Practitioner’s consent.
5.4 The Company may engage providers in the operation of the Platform, each identified in the Sub-processor Register. The Company shall notify the Practitioner not less than 30 days before a provider is added or substituted, and the Practitioner may object within 15 days, whereupon the consequences in the Privacy and Confidentiality Policy apply.
5.5 Health Data relating to services provided within the United Arab Emirates is subject to restrictions upon its storage and processing outside the State. The Practitioner acknowledges that those restrictions are not capable of being satisfied by the consent of a Client or by the Practitioner’s election to enable a function, and that the Company may decline to operate a function, or may operate it only within the State, where no permission of the competent health authority is in force.
5.6 Each party shall notify the other promptly upon becoming aware of a breach of security affecting Personal Data processed through the Platform, and shall co-operate in the investigation of it and in any notification which Applicable Law requires.
6. AVAILABILITY AND SUPPORT
6.1 The Company shall use reasonable endeavours to make the Platform available 24 hours a day, excluding planned maintenance notified in advance, emergency maintenance, and any period of unavailability arising from a cause outside the Company’s reasonable control.
6.2 The Company shall provide support in accordance with the plan selected in the Order, through the channels and within the reasonable response times published.
6.3 The Company shall maintain backups of Client Data within the United Arab Emirates. The Practitioner is responsible for exporting and retaining its own copy of the Client Data where its regulatory obligations so require.
7. AUTOMATED PROCESSING FEATURES
7.1 Where the Practitioner enables the relevant function, the Platform processes observations, text or audio submitted by the Practitioner by automated means in order to produce a draft session note or structured summary.
7.2 Output produced by such processing constitutes a drafting aid only. It is not verified by the Company, may be inaccurate or incomplete, and does not constitute clinical, diagnostic, therapeutic or professional advice. The Practitioner shall review and approve output before incorporating it into any record, and is solely responsible for the content of the records it maintains. Telme is not liable, to the extent permitted by law, for consequences resulting from AI output that has not been properly reviewed or has been used outside its intended purpose.
7.3 The Platform does not take any decision concerning a Client by automated means, does not make any clinical, diagnostic, professional, financial or eligibility determination, and is not intended for use in an emergency or in circumstances requiring urgent care.
7.4 The Platform is not supplied as a medical device and is not intended to be used as one.
7.5 The Practitioner may disable these functions at any time, whereupon no further Client Data is transmitted to any provider of automated processing services.
8. COMMUNICATIONS WITH CLIENTS
8.1 The Practitioner may use the Platform to transmit appointment confirmations, reminders, intake links, payment links and programmes to its Clients. Such communications are transmitted by the Practitioner, and the Practitioner is the sender of them for the purposes of Applicable Law.
8.2 The Practitioner warrants that it holds a record of the recipient’s consent where consent is required, that each communication complies with Applicable Law governing unsolicited electronic communications, including the regulatory policy of the Telecommunications and Digital Government Regulatory Authority and Cabinet Decision No. 56 of 2024, and that it shall act promptly upon any withdrawal of consent.
8.3 The Practitioner acknowledges that content which discloses that a Client is or has been under its care constitutes Health Data, and that the transmission of such content is subject to clause 5.5.
8.4 The Company may suspend the messaging function in respect of a Practitioner where it has reasonable grounds to believe that this clause 8 has been contravened, and shall notify the Practitioner of the grounds.
9. FEES, INVOICING AND TAXES
9.1 The Practitioner shall pay the Fees set out in the Order in advance for each billing period, by the payment method registered on the account.
9.2 Fees are exclusive of value added tax and of any other tax or duty, which the Practitioner shall pay in addition at the prevailing rate. Where Applicable Law requires the Practitioner to withhold any amount from a payment, the sum payable shall be increased so that the Company receives the amount it would have received had no withholding been required.
9.3 Fees are non-refundable save as expressly provided in the Agreement. No refund is due upon termination by the Company under clause 12.3 or upon termination by the Practitioner for convenience.
9.4 The Company may vary the Fees upon not less than 60 days’ notice, taking effect from the next billing period following the notice. The Practitioner may terminate the affected service without penalty before the variation takes effect.
9.5 Where an amount remains unpaid 10 days after it falls due, the Company may suspend access to the Platform upon notice. Suspension under this clause does not relieve the Practitioner of its obligation to pay.
9.6 Suspension under clause 9.5 does not entitle the Company to erase Client Data, and the Practitioner’s rights under clause 12.5 survive suspension.
9.7 Where a free trial or beta function is made available, it is provided without charge and without warranty, may be modified or withdrawn at any time, and the Company’s liability in respect of it is limited to the maximum extent Applicable Law permits.
10. INTELLECTUAL PROPERTY
10.1 The Company owns all right, title and interest in the Platform, in its software, design, documentation and branding, and in every improvement to it. Nothing in the Agreement transfers any such right to the Practitioner.
10.2 The Practitioner owns all right, title and interest in the material it uploads to the Platform, including the Client Data and its practice materials, and grants the Company a non-exclusive licence to host, copy, transmit and display that material to the extent necessary to provide the Platform.
10.3 Where the Practitioner publishes material through the community functions of the Platform, it grants the Company and the other Practitioners a non-exclusive licence to view that material through the Platform for the purposes for which it was published. The Practitioner warrants that it holds the rights necessary to publish it.
10.4 Where the Practitioner provides feedback or suggestions concerning the Platform, the Company may use them without restriction and without obligation, provided that no Client Data is used and that no such use identifies the Practitioner without its consent.
10.5 The Company may produce and use Anonymised Data as permitted by the Privacy and Confidentiality Policy. The Company shall not identify the Practitioner as a customer in any public material without its prior written consent.
11. CONFIDENTIALITY
11.1 Each party shall keep the other’s Confidential Information confidential, shall use it only for the purposes of the Agreement, and shall disclose it only to those of its personnel and advisers who need to know it and who are bound by equivalent obligations.
11.2 Clause 11.1 does not apply to information which is or becomes public otherwise than by breach of the Agreement, which the receiving party held before disclosure, which it develops independently, or which it is required to disclose by Applicable Law or by order of a competent authority, provided that it notifies the disclosing party in advance unless prohibited from doing so.
11.3 The obligations in this clause 11 survive termination of the Agreement for five years, and, in respect of Client Data, indefinitely.
12. TERM, SUSPENSION AND TERMINATION
12.1 The Agreement commences upon acceptance of these Terms and continues for the billing period selected in the Order, renewing automatically for successive periods of the same length unless terminated in accordance with this clause 12.
12.2 The Practitioner may terminate for convenience at any time, with termination taking effect at the end of the then-current billing period. Fees already paid are non-refundable, and the subscription will not renew for a further billing period.
12.3 Either party may terminate the Agreement immediately upon notice where the other commits a material breach which is not remedied within 30 days of notice requiring its remedy, or which is incapable of remedy; or where the other becomes insolvent, enters liquidation, or has a receiver or administrator appointed over any of its assets.
12.4 The Company may suspend access to the Platform, in whole or in part, where it reasonably believes that continued access presents a risk to the security or integrity of the Platform or to the Personal Data held on it, that the Practitioner is in material breach of clause 3.2, 4.1 or 8.2, or that suspension is required by Applicable Law or by a competent authority. The Company shall notify the Practitioner of the grounds, shall limit the suspension to what is necessary, and shall restore access promptly once the grounds cease.
12.5 Upon termination, the Practitioner may for 90 days export its Client Data in a structured, commonly used and machine-readable format. The Company shall not erase Client Data during that period save upon the Practitioner’s written instruction. Upon expiry of that period the Company shall delete the Client Data in accordance with the Privacy and Confidentiality Policy, and shall certify deletion in writing upon request.
12.6 Termination does not affect any right or liability accrued before it. Clauses 5.1, 5.3, 9, 10, 11, 12.5 to 12.6, 13, 14, 15 and 17 survive termination.
13. WARRANTIES AND DISCLAIMERS
13.1 The Company warrants that it shall provide the Platform with reasonable skill and care, in accordance with the Agreement and with Applicable Law applicable to it as supplier.
13.2 Save as expressly stated in the Agreement, and to the maximum extent Applicable Law permits, the Platform is provided as it stands and the Company gives no other warranty, whether express or implied, including as to fitness for a particular purpose, uninterrupted or error-free operation, or the accuracy or completeness of any output.
13.3 The Company does not provide clinical, medical, therapeutic, legal, tax or regulatory advice, and nothing in the Platform or in any output of it constitutes such advice. The Company gives no assurance that the Practitioner’s use of the Platform satisfies the Practitioner’s own regulatory or professional obligations, which remain the Practitioner’s responsibility.
13.4 The Company gives no assurance as to compliance with the law of any jurisdiction other than the United Arab Emirates save as expressly agreed in writing.
14. INDEMNITY
14.1 The Practitioner shall indemnify the Company against any loss, liability, cost or expense arising from a third-party claim, or from a proceeding brought by a competent authority, to the extent it arises from: the Practitioner’s breach of clause 4.1 or 8.2; the content or legality of the Client Data or the manner in which it was obtained; the Practitioner’s use of the Platform in contravention of Applicable Law; or a claim by a Client concerning the services the Practitioner provides.
14.2 The Company shall indemnify the Practitioner against any loss, liability, cost or expense arising from a third-party claim that the Platform infringes an intellectual property right, provided that the Practitioner notifies the Company promptly, permits the Company to conduct the defence, and does not settle without the Company’s consent. This clause does not apply where the claim arises from the Client Data, from the Practitioner’s breach of the Agreement, or from use of the Platform in combination with material not supplied by the Company.
14.3 A party seeking indemnity shall notify the other promptly and shall take reasonable steps to mitigate its loss.
15. LIABILITY
15.1 Nothing in the Agreement excludes or limits the liability of either party for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, for gross negligence or wilful misconduct, or for any other liability which Applicable Law does not permit to be excluded or limited.
15.2 Subject to clause 15.1, neither party is liable for loss of profit, loss of revenue, loss of anticipated saving, loss of goodwill, or indirect or consequential loss, in each case however arising.
15.3 Subject to clause 15.1, the total liability of each party under the Agreement in any period of 12 months shall not exceed the Fees paid or payable by the Practitioner in respect of that period.
15.4 Clauses 15.2 and 15.3 do not apply to the Practitioner’s obligation to pay the Fees, to the indemnity in clause 14.1, or to a breach of clause 11.
15.5 The Practitioner acknowledges that the Fees have been set upon the basis of the allocation of risk in this clause 15.
16. FORCE MAJEURE
16.1 Neither party is liable for a failure or delay in performance arising from a cause outside its reasonable control, provided that it notifies the other promptly and uses reasonable endeavours to resume performance. This clause does not apply to an obligation to pay. Where such a cause continues for more than 60 days, either party may terminate the Agreement upon notice.
17. GENERAL
17.1 Amendment. The Company may amend these Terms upon not less than 30 days’ notice given by electronic mail or through the Platform. Where an amendment materially and adversely affects the Practitioner, the Practitioner may terminate without penalty before it takes effect, with a pro rata refund of Fees paid in advance. The Company shall not rely upon continued use of the Platform as signifying acceptance of a material amendment.
17.2 Assignment. The Practitioner may not assign or transfer the Agreement without the Company’s prior written consent. The Company may assign the Agreement to a successor to its business, subject to the Privacy and Confidentiality Policy continuing to apply to the Client Data.
17.3 Notices. A notice under the Agreement shall be given in writing to the Company at support@telmeapp.ae and to the address in clause 17.9, and to the Practitioner at the electronic mail address registered on its account. A notice sent by electronic mail is deemed given upon transmission, save where the sender receives notification of failed delivery.
17.4 Entire agreement. The Agreement constitutes the entire agreement between the parties and supersedes any prior representation or arrangement, save that nothing in this clause limits liability for fraudulent misrepresentation.
17.5 Severability. Where a provision of the Agreement is held invalid or unenforceable, it shall be modified to the minimum extent necessary to render it enforceable, and the remainder of the Agreement continues in effect.
17.6 Waiver. A failure or delay in exercising a right under the Agreement does not constitute a waiver of it.
17.7 Relationship. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship between the parties. Neither party may bind the other.
17.8 Governing law, language and jurisdiction. The Agreement and any dispute arising out of it are governed by the laws of the United Arab Emirates as applicable in the Emirate of Dubai, and the courts of Dubai have jurisdiction, without prejudice to the jurisdiction of any competent authority under Data Protection Legislation or the Health Data Legislation.
17.9 The Company. Iheal Information Technology L.L.C, Office GDP 3-2-3213 and 3218, Al Quoz Industrial Area 3, Dubai, United Arab Emirates. Trade licence number 1318231. Commercial register number 2348510. Electronic mail: support@telmeapp.ae.
