Terms and Conditions

Who we are and what these terms cover

"We" and "us" means IUVENTA S.R.L. "Clinic" means the practice, clinic or professional that subscribes to Supercell, and "you" means the clinic. "Team member" means a doctor, staff member or clinic administrator the clinic gives an account. "Patient" means a person the clinic invites to its patient portal.

By subscribing, or by using Supercell on a clinic's behalf, you accept these terms. The person who accepts them confirms that they may bind the clinic. Our Privacy Policy and Cookie Policy explain how personal data is handled; the data processing agreement described below forms part of these terms.

The service, and what it is not

Supercell helps a clinic run its practice: patient records and the patient portal, health questionnaires, consultations and bookings, protocols and prescriptions, documents and lab reports, clinical calculators, a knowledge base, and AI features that draft, summarise, search the evidence and read documents. The features of each plan are listed on the plans page.

Supercell is not a medical device and does not give medical advice. It supports decisions; it does not make them. Drafts stay drafts until a physician signs them. A physician reviews and signs every clinical result, and the clinic and its physicians remain solely responsible for every diagnosis, prescription, treatment and other clinical decision, and for checking that it is appropriate for the patient.

Supercell is not an emergency service and is not designed for urgent care.

Accounts and seats

• The clinic's administrators create and manage the team's accounts. Each team member needs their own account; accounts may not be shared.
• A seat is one team member. Each plan includes a number of seats; on plans that sell extra seats, more can be added at the price shown for the plan.
• Supercell is for licensed physicians and their clinics. You confirm that the physicians who use it are entitled to practise where they practise.
• You keep sign-in details safe, use the second sign-in step where the clinic or we require it, and tell us at once at [email protected] if you suspect that an account has been misused.
• You are responsible for what your team members do with their accounts, and for removing an account when someone leaves.

Plans, prices and billing

• Prices are those shown on the Plans page at the time of subscription. They exclude VAT, which is added where it applies.
• The subscription is billed monthly, in advance, by card through our payment provider, Stripe. Invoices and the card on file are managed on Stripe's pages, which you reach from the app.
• Each seat includes a monthly allowance of AI tokens. AI use above the allowance is overage: it is billed at the rate per million tokens shown for your plan (currently €20), in arrears with the next invoice. We send a warning when the clinic reaches 80% and 100% of its allowance. A monthly spending limit on overage can be agreed.
• We may change prices for future billing periods by telling you at least 30 days in advance. If you do not accept the change, you may cancel before it takes effect.

Free trial

Each plan starts with a free trial of 7 days, with 5 million AI tokens for the whole clinic, as shown on the Plans page at the time of subscription. AI use above the trial's free tokens is billed at the plan's overage rate. When the trial ends, the subscription continues and is billed monthly unless you have cancelled it before the trial ended.

Failed payments and suspension

If a payment fails, the clinic keeps working for a grace period (7 days, unless we have agreed another period with you). If the invoice is still unpaid after the grace period, the clinic's panel is suspended for its team until the invoice is paid. During a suspension:

• patients keep their portal and their own documents;
• the clinic's administrators can still pay and can still export the clinic's data: billing never holds a clinic's data hostage;
• access returns as soon as the invoice is paid.

AI features and their limits

• AI output can be incomplete, out of date or wrong, even when it cites sources. Check every result against the sources and your own clinical judgement before you use it.
• AI features use the content a team member enters or selects for them. Enter only what the task needs, and only where the clinic has a legal basis to process it.
• AI features are run by specialised providers, listed in the Privacy Policy. We may change the provider or the model behind a feature to keep the service working and up to date.
• AI use is measured in tokens; usage and allowance are shown in the app.

Acceptable use

You will not, and will make sure your team does not:

• use Supercell unlawfully, or to process data without a legal basis;
• upload malicious code, or content that infringes someone else's rights;
• try to get around security, access limits or rate limits, or to reach another clinic's data;
• copy, resell or sublicense Supercell, or extract its content or the knowledge base in bulk;
• reverse engineer the software, except as far as the law allows despite this restriction;
• use Supercell to build a competing product.

We may suspend an account that puts the service, other clinics or patients at risk, and will tell you why as soon as we can.

Data protection

For patient data, the clinic is the controller and we are its processor. The data processing agreement under Article 28 GDPR forms part of these terms and is available on request at [email protected]. Among other things, the clinic:

• decides why and how patient data is used, and has a valid legal basis for it, in particular for health data;
• informs its patients about how their data is used, and collects the consents it relies on;
• decides how long its records are kept, in line with the rules that apply to medical records;
• answers its patients' requests about their data, with our help where needed.

We process patient data only on the clinic's instructions and to provide the service, keep it confidential and secure, use the providers listed in the Privacy Policy, and help the clinic meet its obligations. For the clinic's account, billing and the security of the service, we are the controller, as the Privacy Policy explains.

Patient portal notice

The patient portal is part of the service a clinic subscribes to. If you are a patient, you use it through your clinic: your care, your record and your relationship are with your clinic, which decides how your data is used. These terms are a contract between us and the clinic; they do not create a contract between you and IUVENTA S.R.L. For questions about your care, your record or an order, contact your clinic. In an emergency, call your local emergency number (112 in the European Union).

Intellectual property

Supercell, its software, design, knowledge base and documentation belong to us or our licensors. We grant the clinic a non-exclusive, non-transferable right to use Supercell during the subscription, for its own practice.

The clinic keeps all rights in its data and content. It grants us the right to host, process and display them only as needed to provide the service. If you send us suggestions, we may use them freely.

Availability and support

We work to keep Supercell available and secure, but we do not promise uninterrupted or error-free service or a specific uptime. We may carry out maintenance, and will try to do so at quiet times. Support is by email at [email protected].

Liability

• Nothing in these terms limits or excludes liability for wilful misconduct or gross negligence (Article 1229 of the Italian Civil Code), or any other liability that cannot be limited under Italian law.
• Otherwise, we are not liable for indirect or consequential loss, loss of profit, revenue or data that could have been avoided by a reasonable backup or export, or for decisions taken on the basis of AI output or other content without the physician's own review.
• Otherwise, our total liability under these terms in any 12 months is limited to the fees the clinic paid us in those 12 months.
• The clinic is responsible for the clinical decisions of its team, and holds us harmless from claims of its patients or third parties that arise from them, except where we caused the harm.

Term, cancellation and data export

• The subscription runs month to month until it is cancelled.
• To cancel, a clinic administrator writes to [email protected]. Cancellation takes effect at the end of the current billing period, unless we agree otherwise. Fees already paid for that period are not refunded, except where the law requires it.
• We may end the subscription with 30 days' notice, or at once if the clinic seriously breaches these terms (for example by not paying after the suspension, or by misuse that puts patients or other clinics at risk).
• When the subscription ends, we close the clinic's access to Supercell. Before then, and on request afterwards, the clinic's administrators can export the clinic's data. We delete the clinic's data when the clinic asks us to, or as the data processing agreement provides, except what the law requires us to keep.

Changes to these terms

We may change these terms, for example when the service or the law changes. We will tell you at least 30 days before a change that affects you takes effect. If you do not accept it, you may cancel before it takes effect; if you keep using Supercell after that date, the new terms apply.

Governing law and courts

These terms are governed by Italian law. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The courts of Rome, Italy, have exclusive jurisdiction over any dispute arising from or relating to these terms.

General

If a provision of these terms is invalid, the rest remains in force. Not enforcing a right is not a waiver of it. You may not transfer the contract without our consent; we may transfer it to a company that takes over the service, and will tell you. These terms, the plan you chose and the data processing agreement are the whole agreement between us about Supercell.

Contact

Questions about these terms: [email protected].

Language versions

These terms are published in English, Italian, German, Russian and Lithuanian. If the versions differ, the English version prevails, without prejudice to the mandatory provisions of Italian law.