AIROHEALTH TERMS AND CONDITIONS

Last Updated: 20/06/2026

1. INTRODUCTION

1.1 These Terms and Conditions govern the provision of software, telehealth platform services, support services and related services provided by AiroHealth Ltd ("AiroHealth", "we", "us", "our") to the customer ("Customer", "you", "your").

1.2 By signing an Order Form, accepting a proposal, accessing the Platform, or using any Services provided by AiroHealth, you agree to be bound by these Terms and Conditions.

1.3 If you do not agree to these Terms and Conditions, you must not use the Platform or Services.

2. DEFINITIONS

"Agreement" means these Terms and Conditions together with any Order Form, Proposal, Service Specification, Data Processing Agreement, or other documents expressly incorporated by reference.

"Customer" means the individual, company, pharmacy, clinic, healthcare provider, organisation, or entity receiving the Services.

"Confidential Information" means information disclosed by either party that would reasonably be considered confidential.

"Data Protection Legislation" means the UK GDPR, Data Protection Act 2018, Privacy and Electronic Communications Regulations and any applicable UK data protection laws.

"Fees" means all charges payable by the Customer for the Services.

"Intellectual Property Rights" means patents, trademarks, copyrights, database rights, software rights, design rights, trade secrets and all other intellectual property rights.

"Platform" means the AiroHealth software platform and associated systems.

"Services" means software access, onboarding, support, integrations, consultancy, implementation services and any other services supplied by AiroHealth.

"Subscription Term" means the period stated in the applicable Order Form.

"UK GDPR" has the meaning given under the Data Protection Act 2018.

3. SERVICES

3.1 AiroHealth provides software and related services designed to support healthcare organisations in delivering digital healthcare services.

3.2 AiroHealth does not provide direct patient care unless expressly agreed in writing.

3.3 Customers remain solely responsible for:

a) clinical decision making;

b) prescribing decisions;

c) patient suitability assessments;

d) compliance with applicable healthcare regulations;

e) maintaining appropriate professional registrations and insurance.

3.4 The Customer acknowledges that the Platform is a technology solution intended to support healthcare delivery and does not replace professional clinical judgement.

4. PLATFORM ACCESS

4.1 Subject to payment of applicable Fees, AiroHealth grants the Customer a limited, non-exclusive, non-transferable licence to access and use the Platform during the Subscription Term.

4.2 Access credentials must be kept secure.

4.3 Customers must promptly notify AiroHealth of any suspected unauthorised access.

4.4 Customers must not:

a) copy, reproduce or distribute the Platform;

b) reverse engineer the Platform;

c) attempt to access source code;

d) introduce malicious software;

e) use the Platform for unlawful purposes;

f) allow unauthorised third parties to access the Platform.

5. CUSTOMER RESPONSIBILITIES

5.1 The Customer shall:

a) provide accurate information;

b) maintain required regulatory approvals;

c) comply with all applicable laws;

d) maintain professional indemnity insurance where applicable;

e) ensure authorised users receive appropriate training.

5.2 The Customer remains responsible for all content uploaded to the Platform.

6. FEES AND PAYMENT

6.1 Fees shall be specified in the applicable proposal, quotation, Order Form or subscription agreement.

6.2 Unless otherwise agreed, invoices are payable within fourteen (14) days.

6.3 All Fees are exclusive of VAT.

6.4 AiroHealth reserves the right to suspend Services for overdue accounts.

6.5 Interest may be charged on overdue amounts at 4% above the Bank of England base rate.

7. SUBSCRIPTION TERM

7.1 Subscription Services commence on the agreed start date.

7.2 Unless otherwise agreed, subscriptions renew automatically for successive twelve-month periods.

7.3 Either party may terminate by providing not less than thirty (30) days written notice before the renewal date.

8. IMPLEMENTATION AND ONBOARDING

8.1 AiroHealth shall use reasonable efforts to deliver implementation services within agreed timescales.

8.2 Any delivery dates are estimates only.

8.3 Delays caused by the Customer may result in revised implementation timelines.

8.4 Additional work requested outside the agreed scope may incur additional Fees.

9. SUPPORT SERVICES

9.1 AiroHealth will provide reasonable support during normal business hours.

9.2 Support may be provided by email, ticketing system, telephone, video conference or other agreed channels.

9.3 AiroHealth will use reasonable efforts to respond to support requests promptly but does not guarantee specific response times unless separately agreed.

10. SERVICE AVAILABILITY

10.1 AiroHealth will use reasonable efforts to maintain Platform availability.

10.2 Planned maintenance may occasionally require temporary interruption of Services.

10.3 AiroHealth will seek to minimise disruption wherever reasonably possible.

10.4 Availability may be affected by factors outside AiroHealth's reasonable control.

11. DATA PROTECTION

11.1 Each party shall comply with Data Protection Legislation.

11.2 Where AiroHealth processes personal data on behalf of the Customer, AiroHealth acts as a data processor and the Customer acts as a data controller.

11.3 AiroHealth shall implement appropriate technical and organisational security measures.

11.4 AiroHealth shall only process personal data in accordance with documented instructions from the Customer.

11.5 AiroHealth shall notify the Customer of any personal data breach where required by law.

11.6 Upon termination, Customer data shall be retained for up to thirty (30) days to facilitate export unless otherwise agreed.

11.7 Following the retention period, data may be securely deleted in accordance with AiroHealth's data retention policies.

12. CONFIDENTIALITY

12.1 Each party shall keep Confidential Information confidential.

12.2 Confidential Information shall not be disclosed to third parties except where required by law or with prior written consent.

12.3 This obligation continues for five years after termination of the Agreement.

13. INTELLECTUAL PROPERTY

13.1 All Intellectual Property Rights in the Platform remain the property of AiroHealth.

13.2 Nothing in this Agreement transfers ownership of the Platform or underlying technology.

13.3 Customer content remains the property of the Customer.

13.4 The Customer grants AiroHealth a licence to use Customer content solely for the purpose of providing the Services.

13.5 Suggestions, feedback and improvement recommendations provided by Customers may be used by AiroHealth without restriction.

14. ACCEPTABLE USE

14.1 The Customer must not use the Platform:

a) unlawfully;

b) fraudulently;

c) to transmit harmful software;

d) to infringe Intellectual Property Rights;

e) in a manner that damages the Platform or other users.

14.2 AiroHealth reserves the right to suspend access where misuse is suspected.

15. REGULATORY COMPLIANCE

15.1 Customers operating regulated healthcare services remain responsible for compliance with:

a) GPhC requirements;

b) MHRA requirements;

c) NHS requirements;

d) CQC requirements;

e) professional body requirements;

f) applicable healthcare legislation.

15.2 AiroHealth does not guarantee regulatory approval of any Customer service.

16. WARRANTIES

16.1 AiroHealth warrants that Services will be provided with reasonable skill and care.

16.2 Except as expressly stated, all warranties are excluded to the fullest extent permitted by law.

16.3 The Platform is provided on an "as available" basis.

16.4 AiroHealth does not guarantee uninterrupted or error-free operation.

17. LIMITATION OF LIABILITY

17.1 Nothing in this Agreement limits liability for:

a) death or personal injury caused by negligence;

b) fraud or fraudulent misrepresentation;

c) any liability which cannot legally be excluded.

17.2 AiroHealth shall not be liable for:

a) loss of profits;

b) loss of business;

c) loss of revenue;

d) loss of goodwill;

e) indirect or consequential losses.

17.3 AiroHealth's total aggregate liability arising from this Agreement shall not exceed the total Fees paid by the Customer during the twelve months preceding the claim.

18. INDEMNITY

18.1 The Customer shall indemnify AiroHealth against losses arising from:

a) misuse of the Platform;

b) unlawful activity;

c) breach of these Terms;

d) clinical decisions made by the Customer or its users.

19. FORCE MAJEURE

19.1 Neither party shall be liable for failure or delay caused by circumstances beyond its reasonable control including:

a) natural disasters;

b) war;

c) terrorism;

d) cyber attacks;

e) internet failures;

f) government action;

g) labour disputes.

20. TERMINATION

20.1 Either party may terminate immediately where:

a) a material breach remains unremedied for thirty (30) days;

b) insolvency occurs;

c) unlawful use of the Platform is identified.

20.2 Upon termination:

a) access to the Platform shall cease;

b) outstanding Fees become immediately payable;

c) licences granted under this Agreement shall terminate.

21. PUBLICITY

21.1 Unless otherwise agreed in writing, AiroHealth may identify the Customer as a customer of AiroHealth in marketing materials, proposals and case studies.

21.2 No confidential information shall be disclosed without prior written consent.

22. COMPLAINTS

22.1 Complaints should be submitted to support@airohealth.co.uk.

22.2 AiroHealth will acknowledge complaints within three business days and aim to resolve complaints within ten business days.

23. ENTIRE AGREEMENT

23.1 This Agreement constitutes the entire agreement between the parties.

23.2 It supersedes all prior discussions, negotiations and understandings.

24. GENERAL

24.1 Failure to enforce any right shall not constitute a waiver.

24.2 If any provision is found unenforceable, the remaining provisions shall remain in force.

24.3 Neither party may assign this Agreement without the prior written consent of the other party, except as part of a corporate reorganisation or sale of business.

25. GOVERNING LAW

25.1 This Agreement and any dispute or claim arising out of or in connection with it shall be governed by the laws of England and Wales.

25.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising from or connected with this Agreement.