Terms and Conditions

1. Formation and components of the contract

1. 1.1These terms and conditions (the “Terms”) govern the provision of the NexaCare service by NEXACorteX s.r.o., Company ID (IČO): 24475483, registered office at Korunní 2569/108, Vinohrady, 101 00 Prague 10, Czech Republic, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File 440386 (the “Provider”). Capitalised terms have the meaning given in the Annex – Definitions.
2. 1.2The service may only be ordered in the course of business or professional activity. Only a business identified by a company identification number may be a Customer – in particular a healthcare provider. The service is not provided to consumers.
3. 1.3The contract between the Provider and the Customer (the “Contract”) is formed by registration in the Application, activation of a subscription or signature of an order, whichever occurs first. The person performing these acts on behalf of the Customer declares that they are authorised to do so.
4. 1.4Contract documents.

   Document	Nature	Precedence in case of conflict
   Individual written contract (if concluded)	binding	1.
   Data Processing Agreement (the “DPA”)	binding	2. – in matters of personal data processing
   these Terms	binding	3.
   NexaCare Acceptable Use Rules (the “Usage Rules”)	binding	4.
   Price list or order	binding – price and scope of the service	—
   Privacy Policy; Voice Recording and Transcription in NexaCare; Security and Data Retention in NexaCare; Cookies and Local Storage in NexaCare	informative	—

   The informative documents describe how the Application works; the Customer makes them available to its Users.

2. What NexaCare is and what it is not

1. 2.1The Provider makes the Application available to the Customer as a service (SaaS); the Customer pays the agreed price for it.
2. 2.2The Application supports the administration and operation of a healthcare facility – in particular processing incoming communication, including its categorisation and prioritisation, management of documents and accounting records, tasks, the calendar, equipment and attendance records, speech-to-text conversion and preparation of draft reports and other materials.
3. 2.3The specific scope of features depends on the plan, the Modules made available, the configuration and the current version of the Application.
4. 2.4Intended purpose. The Application serves exclusively for administrative and documentation support. It does not make a diagnosis, propose treatment or assess a patient’s state of health. It has no medical purpose within the meaning of Article 2(1) of Regulation (EU) 2017/745 on medical devices, it is not a medical device and the Customer must not use it for such a purpose.
5. 2.5Medical records. The Customer is responsible for keeping medical records under Act No. 372/2011 Coll., on Health Services, and Decree No. 444/2024 Coll., on Medical Records. Data in the Application, in particular transcripts, draft reports and entries in the Patient Records, serve as working materials. The Customer enters and authorises any information that is to form part of the medical records in its own information system for keeping medical records.
6. 2.6Beta features. Features marked as beta or upcoming are provided without warranty and the Provider may change, restrict or discontinue them at any time. If a beta feature would change the way personal data is processed (Sub-processor, place of processing, retention period), it will only be activated with the Customer’s prior express consent.

3. Subscription, price and payments

1. 3.1The price is governed by the Price List. Prices are stated exclusive of VAT; if the Provider is a VAT payer, VAT at the statutory rate is added.
2. 3.2The subscription is paid in advance for the agreed billing period. Changes to the scope of the subscription during the period are reflected according to the Price List or the order.
3. 3.3The Provider issues invoices electronically. Invoices are due within 14 days of the date of issue.
4. 3.4In the event of late payment, the Provider is entitled to default interest at the statutory rate.
5. 3.5If the Customer fails to pay an amount due even within an additional period of 14 days from a reminder, the Provider may restrict or suspend access to the Application. Suspension does not affect the Customer Content; after payment the Provider restores access without undue delay.
6. 3.6Subscription renewal. The subscription renews automatically for the same billing period for which it was agreed, unless the Customer cancels it before the end of the current billing period. The subscription may be cancelled via the Application or in another way enabled by the Provider. Cancellation of the subscription does not affect the Customer’s right to use the Application until the end of the billing period already paid for.
7. 3.7Price changes. The Provider notifies the Customer of a change to the Price List at least 30 days in advance. The new price applies from the following billing period. A Customer who does not agree with the change may terminate the subscription at the end of the current period.
8. 3.8Trial period. The Provider may offer a free trial period in the scope and length it determines and may end it at any time.
9. 3.9Refunds. Subscription fees paid are non-refundable. The Provider refunds the proportionate part of the subscription paid for the period after the end of the Contract if the Contract ends by notice from the Provider (clause 14.3), by the Customer’s withdrawal due to the Provider’s breach of the Contract (clause 14.5), by the Customer’s termination for disagreement with a change to the Terms (clause 16.4) or for objection to a Sub-processor (clause 8.4 of the DPA).

4. Accounts and permissions

1. 4.1Users, their roles and permissions are managed by the Practice Administrator. Acts of the Customer in the Application (e.g. changing or cancelling the subscription, granting consent) are performed on the Customer’s behalf by the Practice Administrator. The Customer is responsible for ensuring that each User has access only to the data they need.
2. 4.2An account is personal. Login credentials must not be shared or made available to another person.
3. 4.3The Application supports two-factor authentication. The Customer ensures that it is used by Users with access to patient data.
4. 4.4A User may be a member of several Practices to the extent the Application allows. Permissions are set separately in each Practice and the data of Practices remain separated.
5. 4.5The Customer is responsible for the conduct of its Users as for its own and for the accuracy of the data provided at registration.
6. 4.6The Customer notifies the Provider without undue delay of any suspected misuse of an account, loss of login credentials or security incident.

5. Right of use

1. 5.1For the term of the Contract, the Provider grants the Customer a non-exclusive and non-transferable right to use the Application for its own needs within the scope of its plan, without the right to grant sub-licences.
2. 5.2The right is limited in particular by the number of Users, Practices and Modules made available.
3. 5.3The right also covers installation of local components of the Application (mobile app, signing agent, browser extension) on the devices of the Customer and its Users.
4. 5.4Without the Provider’s prior written consent, the Customer must not in particular:
   • make the Application available to unauthorised persons or provide it to third parties,
   • circumvent licensing, security or technical restrictions,
   • reverse engineer, decompile or otherwise obtain the source code, unless expressly permitted by law,
   • copy, modify or distribute the Application or parts of it,
   • use the Application in a way that endangers its security, availability or other customers.
5. 5.5The Application may contain third-party components that are subject to their own licence terms.

6. Integrations

1. 6.1The Application allows connection to external systems, in particular the data box (Czech government electronic mailbox), e-mail inboxes, health insurance company portals and the outpatient information system.
2. 6.2By entering access credentials for an Integration, the Customer authorises the Provider to access the external system on its behalf within the scope of the configured function (downloading, sending, verification). The Customer is responsible for being entitled to grant such access. The Provider stores access credentials in encrypted form.
3. 6.3Data box. Automatic downloading of messages from the data box constitutes logging in to the data box. Upon login, delivered messages accessible to the person under whose authorisation the Application logs in are deemed delivered (Section 17(3) and Section 18a(2) of Act No. 300/2008 Coll., on Electronic Acts and Authorised Conversion of Documents), even before the ten-day period for deemed delivery has elapsed. Any time limits run from that moment.
4. 6.4Messages, e-mails and replies sent from the Application are acts of the Customer. Automatic e-mail replies are switched on and configured by the Customer, who is responsible for their content.
5. 6.5Electronic signature. Signing takes place on the User’s device via the signing agent; the private key never leaves the device and the Provider does not store it. The Customer is responsible for the validity and protection of certificates.
6. 6.6Public profile. The content of a Practice’s public profile (profile, opening hours, news) is published by the Customer, who is responsible for it.
7. 6.7The Provider is not responsible for the availability, functionality or changes of external systems. If their interface changes, it will make reasonable efforts to restore the functionality of the Integration.

7. Artificial intelligence

1. 7.1Some features of the Application use artificial intelligence and automated processing – in particular speech-to-text conversion, structuring of reports, text recognition from documents (OCR), data extraction, categorisation and prioritisation of mail and suggesting actions.
2. 7.2AI Output is a working draft. It may omit information, it may contain a mixed-up number, name, dosage or date, and it may contain information that was not in the source material.
3. 7.3Before being saved to the medical records, sent to a patient, authority or insurance company, and before being booked, AI Output is verified by a person with appropriate qualifications. AI Output must not be used without such verification.
4. 7.4AI Outputs are not written to the medical records or sent to the outpatient information system without the User’s confirmation.
5. 7.5The Provider does not use Content to train artificial intelligence models. Adapting suggestions to the style of a specific User (the “My style” feature) applies only to that User and is not model training.
6. 7.6AI Act. The Provider fulfils the obligations of a provider of an AI system under Regulation (EU) 2024/1689 to the extent they apply to the Application. The Customer, as a deployer, takes appropriate measures to ensure the AI literacy of its Users (Article 4 of the Regulation); the Provider gives it information on how the AI features work and their limitations for this purpose.
7. 7.7Recording conversations. When recording, the Customer proceeds in accordance with Article 5 of the Usage Rules. The processing is described in the document Voice Recording and Transcription in NexaCare.

8. Operation and support

1. 8.1The Provider operates the Application with professional care. Unless a guaranteed service level (SLA) is agreed in an individual contract, it does not guarantee a specific level of availability.
2. 8.2The Provider performs planned maintenance preferably outside usual surgery hours and announces it in advance in the Application. It may carry out urgent security interventions without prior notice.
3. 8.3The Provider continuously develops the Application. Changes that substantially restrict the agreed service are announced in accordance with Article 16.
4. 8.4Support. Standard user support is provided via features available in the Application, in particular by submitting feedback and requests and via online chat. Telephone support is not part of the standard plans and is provided only within the Individual plan or on the basis of an individual agreement with the Provider.

9. Content and personal data

1. 9.1Content belongs to the Customer. The Provider uses it solely to the extent necessary to provide the Application.
2. 9.2When processing personal data of patients, employees and other persons in the Application, the Customer is the controller and the Provider is the processor. The terms of processing are set out in the DPA.
3. 9.3The Provider processes data about the Customer and Users for account management, invoicing, support and security as an independent controller; this is described in the Privacy Policy.
4. 9.4The categories of Sub-processors, the way they are identified and the procedure for changing them are set out in the DPA.
5. 9.5The Customer is responsible for having a legal basis for processing Content in the Application and for having fulfilled its information obligations towards the data subjects.
6. 9.6The Provider may use aggregated technical data on use of the Application (e.g. counts, response times, error rates) that contain neither Content nor personal data to ensure the operation and development of the Application.

10. Security

1. 10.1The Provider takes technical and organisational measures appropriate to the nature of the data processed – in particular encryption of data in transit and at rest, separation of Practices’ data at database level, permission management, two-factor authentication and logging of access to patient data. An overview of these measures forms Annex 3 to the DPA.
2. 10.2The Provider notifies the Customer of personal data breaches in accordance with Article 11 of the DPA.
3. 10.3The Customer uses secure and up-to-date devices and protects its login credentials.
4. 10.4Cybersecurity. If the Customer is a regulated entity under Act No. 264/2025 Coll., on Cybersecurity, the Provider gives it reasonable cooperation in meeting supplier requirements, in particular the necessary information on the security of the Application.

11. Confidentiality

1. 11.1The parties keep confidential the other party’s confidential information that they learn in connection with the Contract and use it only to perform the Contract.
2. 11.2The Provider’s confidential information includes in particular the technical design of the Application and the identity of Sub-processors.
3. 11.3The obligation does not apply to publicly available information, information that a party demonstrably obtained otherwise, or information whose disclosure is required by law or a public authority, including disclosure of the identity of Sub-processors to a data subject under Article 15 GDPR or to a supervisory authority.
4. 11.4The obligation lasts for the term of the Contract and 5 years after it ends; for personal data and data subject to statutory confidentiality, without time limit.
5. 11.5The Provider binds all persons with access to Content to confidentiality.

12. Rights to the Application

1. 12.1Rights to the Application, its source code, interface, documentation, templates and other components belong to the Provider or its licensors. The Customer only acquires the right of use under Article 5.
2. 12.2Content does not become the property of the Provider. Templates and shortcuts created by the Customer belong to the Customer.
3. 12.3The Provider may use the Customer’s suggestions and feedback on the Application free of charge for its development. This does not affect rights relating to personal data.

13. Liability

1. 13.1The Provider is liable for breach of its obligations under the Contract and legal regulations to the extent set out in this Article.
2. 13.2The Provider is responsible for the technical functioning of the Application. The Customer is responsible for providing health services, professional decisions and the content of medical records.
3. 13.3The Provider is not liable for damage caused by:
   • incorrect, incomplete or late entry of data by the Customer or its Users, or incorrect or unlawful Content,
   • incorrect use of the Application or its use contrary to the documentation or the Provider’s instructions,
   • use of AI Output without verification under clause 7.3 or a decision made solely on its basis,
   • an outage, restriction or change of a third-party service, in particular an internet service provider, e-mail services, the data box information system, the outpatient information system, a health insurance company portal or another Integration (clause 6.7),
   • incorrect configuration of permissions or misuse of login credentials on the Customer’s side,
   • an attack on the Customer’s devices or infrastructure by malicious software or another security incident whose cause does not lie with the Provider,
   • failure to fulfil a statutory, regulatory or professional obligation of the Customer, unless its fulfilment was expressly agreed as an obligation of the Provider,
   • circumstances excluding liability (Section 2913(2) of the Civil Code).
4. 13.4To the maximum extent permitted by law, the Provider is not liable for lost profit, loss of business opportunity, loss of anticipated savings or other indirect or consequential financial loss.
5. 13.5Limitation of liability. Unless otherwise provided in this Article or by a mandatory legal regulation, the Provider’s total aggregate obligation to compensate financial loss incurred by the Customer in connection with the Contract, the Application or its use shall not exceed, for each period of 12 consecutive months, an amount equal to the subscription price for 3 months. The limit is aggregate for all of the Customer’s claims arising in the relevant period regardless of their number or cause and does not apply separately to each loss event. The subscription price for 3 months means the price actually paid by the Customer for the 3 months immediately preceding the first claim in the relevant period; if the Contract has lasted for a shorter time, the amount actually paid since the Contract was formed.
6. 13.6The limitations or exclusions of liability under this Article do not apply to the extent their application is not permitted by law, in particular to damage caused by the Provider intentionally or through gross negligence, to harm caused to a person’s natural rights, and towards a Customer that is the weaker party (Section 2898 of the Civil Code).
7. 13.7The Customer is liable to the Provider for damage caused by breach of the Contract or the Usage Rules.
8. 13.8Data. The Provider backs up the Application database; backups are kept for 14 days and serve to restore operation, not as the Customer’s archive. The Customer uses the available options for exporting and archiving data to an extent appropriate to the nature of its operation. The Provider is not liable for loss of or damage to data caused by the conduct of the Customer, third parties, external systems or circumstances beyond the Provider’s control.

14. Term, suspension and termination

1. 14.1The Contract is concluded for an indefinite period unless the parties agree otherwise.
2. 14.2The Customer may end the subscription in accordance with clause 3.6. The Contract ends when the subscriptions of all Practices have ended.
3. 14.3The Provider may terminate the Contract without giving a reason with a notice period of 3 months, which starts on the day the notice is delivered to the Customer.
4. 14.4Suspension. The Provider may restrict or suspend access to the Application or access of individual Users in the event of (a) late payment under clause 3.5, (b) material breach of the Contract or the Usage Rules, (c) a security risk or threat to the integrity of the service. It will give prior notice unless the urgency of the situation does not allow it. Suspension lasts only for as long as strictly necessary.
5. 14.5In the event of a material breach of the Contract that the other party fails to remedy within a reasonable period after being requested to do so, the affected party may withdraw from the Contract. Where the nature of the breach so requires, in particular in the case of a serious security risk, unlawful use of the Application or a breach that cannot be remedied, the Provider may terminate the Contract with immediate effect. A material breach of the Contract also includes a breach of the Usage Rules listed in their clause 9.2 or a breach that the Customer fails to remedy within a reasonable period after being requested to do so.
6. 14.6Upon the end of the Contract, the Customer’s right to use the Application ends, except for exporting Content under clause 15.2. Provisions which by their nature are to survive the end of the Contract, in particular those on confidentiality, liability, governing law and dispute resolution, remain in force after it ends.

15. Data export and deletion

1. 15.1During the term of the Contract, the Customer may export Content using the Application’s features (e.g. export of transcripts, download of documentation as a ZIP package, export of accounting records).
2. 15.2After the end of the Contract, Content remains available to the Customer for export for 30 days. The Provider then irreversibly deletes it in accordance with the DPA.
3. 15.3Closing a user account irreversibly deletes the data of that account (e.g. settings and “My style” rules); the Content of the Practice is not affected.
4. 15.4Deleted data may persist in backups for no longer than 14 days, after which it is automatically overwritten.
5. 15.5The Provider keeps audit and access logs for the period set out in Annex 1 to the DPA; accounting records for the period required by law.

16. Changes to the Terms

1. 16.1The Provider may reasonably change the Terms, in particular due to changes in legislation, security requirements, technical development or the scope of services.
2. 16.2The Provider announces non-material changes (correction of errors, clarification of wording, technical changes with no impact on rights and obligations) in the Application; they take effect on the date stated in the notice.
3. 16.3The Provider notifies the Customer of material changes (in particular a material restriction of features or a change in the processing of personal data) at least 30 days before they take effect.
4. 16.4A Customer that does not agree with a material change may, by the date the change takes effect, terminate the Contract with effect from that date; the Provider refunds the proportionate part of the subscription in accordance with clause 3.9.
5. 16.5If the Customer continues to use the Application after the change takes effect, the change is deemed accepted. Changes do not have retroactive effect.

17. Communication, governing law and final provisions

1. 17.1The parties communicate electronically. The Provider’s notices are delivered to the Customer by e-mail to the contact address stated in the Application or by being displayed in the Application. The Customer keeps its contact details up to date.
2. 17.2Notices to the Provider are sent to info@nexacare.cz or to the Provider’s data box.
3. 17.3The Contract is governed by the laws of the Czech Republic. The parties will try to resolve disputes amicably; failing that, they will be decided by the general court of the Provider.
4. 17.4If any provision is invalid or ineffective, the remaining provisions remain in force; the parties will replace it with a provision that comes as close as possible to its purpose.
5. 17.5The Customer may not assign the Contract or rights under it without the Provider’s consent. The Provider may assign the Contract in connection with the transfer of its business or part of it.
6. 17.6The current version of the Terms is published in the Application and on the Provider’s website.

Annex – Definitions