Business-to-Business Services Terms & Conditions

About these Terms

These Terms govern services supplied by SMARTSPHERE GLOBAL to clinics, med spas, healthcare businesses and other organisations. They are intended for business customers only. They do not govern treatment supplied by a clinic to its patients, and they are not consumer terms.

These Terms are designed to work with an Order Form, proposal or Statement of Work that identifies the chosen service, scope, fees, timetable, responsibilities and any negotiated amendments. The signed Order Form and these Terms together form the Contract.

These Terms are entered into between:

• SMARTSPHERE GLOBAL LIMITED trading as SMARTSPHERE GLOBAL, incorporated in England and Wales, company number 16719729, whose registered office is at Flat 20 Mynterne Court, Swanton Gardens, London, England, SW19 6BW ("SmartSphere", "we", "us" or "our"); and
• the business customer identified in the applicable Order Form (the "Client", "you" or "your").

The parties agree as follows.

1. Definitions

In these Terms, the following expressions have the meanings below. References to legislation include amendments, replacements and subordinate legislation in force from time to time.

2. Contract formation and order of precedence

2.1A Contract is formed when the Client signs or electronically accepts an Order Form, pays an invoice that states it is subject to these Terms, instructs SmartSphere to begin work after receiving these Terms, or otherwise accepts the Services in writing.

2.2Each Order Form is a separate Contract unless it expressly states otherwise.

2.3If documents conflict, the following order applies: (a) any signed amendment; (b) the Data Processing Schedule for data protection matters; (c) the Order Form; (d) the applicable service-specific schedule; and (e) these Terms.

2.4Any terms in a Client purchase order, procurement portal or other Client document are excluded unless SmartSphere expressly accepts them in writing.

2.5Each person signing or accepting an Order Form warrants that they have authority to bind the relevant party.

3. Business customer status

3.1The Client confirms that it is entering into the Contract wholly or mainly for purposes relating to its trade, business, craft or profession.

3.2The Services are not offered to consumers. Statutory consumer cancellation rights, cooling-off periods and consumer remedies do not apply to the Contract.

3.3If an individual purports to contract for personal purposes, SmartSphere may refuse or terminate the engagement and refund any unearned Fees after deducting reasonable costs.

4. Services and standard of performance

4.1SmartSphere will provide the Services with reasonable care and skill and materially in accordance with the Order Form.

4.2SmartSphere may determine the method, personnel, tools and workflow used to provide the Services, provided that the agreed Deliverables are not materially reduced.

4.3Dates and timelines are estimates unless the Order Form expressly states that a date is fixed. SmartSphere is not responsible for delay caused by Client dependencies, third parties, platform changes, approval delays or events outside its reasonable control.

4.4SmartSphere may use suitably qualified employees, contractors and subcontractors. SmartSphere remains responsible for their performance to the extent required by the Contract.

4.5Advice, findings and recommendations are based on information available at the time of the work. The Client is responsible for deciding whether and how to implement them.

4.6Anything outside the expressly agreed scope is additional work and may require a Change Order and additional Fees.

5. Client obligations and dependencies

5.1The Client must cooperate promptly and provide complete, accurate and lawful information, access, decisions, approvals and personnel reasonably required for the Services.

5.2The Client must appoint a project lead with authority to give instructions and approvals. SmartSphere may rely on that person's instructions.

5.3The Client warrants that it has all rights, licences, permissions, consents and lawful bases required for SmartSphere to use the Client Materials and access any systems or accounts supplied by the Client.

5.4The Client must keep independent backups of websites, content, account settings, databases and other important materials before implementation work begins.

5.5The Client must not instruct SmartSphere to do anything unlawful, misleading, unsafe, discriminatory, professionally improper or contrary to a Third-Party Service's terms.

5.6The Client must not provide patient records, consultation notes, identifiable treatment images, genetic data, biometric data, children's data or other Special Category Data unless the Order Form and Data Processing Schedule expressly authorise it.

5.7The Client is responsible for all clinical, commercial, regulatory and operational decisions made using the Services or Deliverables.

5.8If the Client fails to meet a dependency, SmartSphere may adjust the timetable, pause work, charge reasonable additional costs and invoice completed or reserved work.

6. Clinical governance and healthcare boundaries

6.1SmartSphere is a business growth, research, content and AI consultancy. Unless an Order Form expressly states otherwise and all legal requirements are satisfied, SmartSphere does not provide healthcare, diagnosis, prescribing, treatment recommendations, medical devices, regulated clinical services, legal advice or professional regulatory approval.

6.2Any health, science or patient-care background of SmartSphere personnel does not transfer the Client's clinical duties to SmartSphere and does not make SmartSphere the treating clinician, medical director, responsible prescriber or regulated provider.

6.3Clinical Content supplied by SmartSphere is a draft research and communication resource only. Before publication or patient use, the Client must arrange review and written approval by an appropriately qualified and authorised healthcare professional with knowledge of the relevant treatment, product, evidence and patient group.

6.4The Client is solely responsible for clinical accuracy, evidence, informed-consent processes, eligibility and contraindication criteria, diagnosis, prescribing, treatment selection, aftercare, safeguarding, complaints, adverse-event reporting, record keeping and patient safety.

6.5No Deliverable may be used as a substitute for an individual clinical assessment or to provide emergency, diagnostic, prescribing or treatment advice.

6.6Patient-facing AI functionality is excluded unless expressly included in a separate Order Form addressing clinical governance, risk assessment, human oversight, privacy, security, testing, escalation and regulatory compliance.

7. Advertising, claims and regulatory compliance

7.1The Client is the advertiser, publisher and healthcare business responsible for the final content, claims, offers and patient communications it approves or publishes.

7.2Before publication, the Client must verify that all claims are truthful, substantiated, not misleading and compliant with Applicable Law and Regulatory Requirements, including the CAP and BCAP Codes, ASA guidance, MHRA medicines-advertising rules, the Digital Markets, Competition and Consumers Act 2024, CQC requirements where applicable, and relevant professional standards.

7.3The Client must hold adequate evidence before making objective efficacy, safety, outcome, superiority, scientific or medical claims. SmartSphere does not warrant that evidence supplied by the Client is sufficient.

7.4The Client must not use Deliverables to advertise prescription-only medicines to the public, including botulinum toxin products, or to make prohibited or indirect prescription-only medicine promotions.

7.5The Client is responsible for ensuring that cosmetic-intervention advertising is socially responsible, does not exploit insecurities, does not trivialise risks, does not create inappropriate urgency and is not targeted or placed contrary to age restrictions.

7.6The Client must obtain valid consents and releases for testimonials, reviews, patient stories, photographs and before-and-after images; preserve image integrity; disclose material incentives; and avoid fake, manipulated or misleading reviews.

7.7The Client must verify all professional titles, qualifications, registrations, memberships, awards and regulatory statements before publication.

7.8SmartSphere may refuse, remove or suspend work that it reasonably believes creates legal, clinical, reputational or patient-safety risk.

8. Artificial intelligence and automated systems

8.1AI Systems are probabilistic and may produce inaccurate, incomplete, outdated, biased, inconsistent, fabricated or unsuitable outputs. AI Output must be checked by a competent human before reliance, publication or use.

8.2SmartSphere does not warrant that an AI System will be uninterrupted, secure, error-free, compliant for every use, available in every territory or maintained by its provider.

8.3The Client must not use AI Output for diagnosis, prescribing, personalised medical advice, emergency triage, determining treatment suitability, making solely automated decisions with legal or similarly significant effects, or any use prohibited by Schedule 4.

8.4The Client must not enter confidential information, personal data or Special Category Data into an AI System unless the relevant Order Form, privacy assessment, platform settings and Data Processing Schedule expressly permit it.

8.5The Client is responsible for human oversight, staff training, access controls, output review, escalation routes, patient notices and monitoring when it operates any AI System.

8.6AI platform providers may change models, functionality, pricing, data practices, terms and access. Such changes may require additional work and are outside SmartSphere's control.

8.7SmartSphere may use AI-assisted tools in producing Deliverables, but remains responsible for applying reasonable professional review to the Services it supplies. This does not replace the Client's clinical, legal or regulatory review.

9. AEO, search and visibility services

9.1AEO, SEO and AI-assisted visibility services measure and improve the clarity, consistency and availability of public information. They do not control what any search engine, AI platform, directory or user will display, reference or recommend.

9.2Any visibility assessment is limited to the agreed platforms, prompts, treatments, competitors, locations, dates, accounts, settings and methodology. Results may differ by model, update, personalisation, wording, geography, device and available online information.

9.3Any SmartSphere visibility score, index or benchmark is an internal project measure. It is not an official metric, certification or endorsement supplied by Google, OpenAI, ChatGPT, Perplexity or any other platform.

9.4SmartSphere does not guarantee ranking, indexing, citations, recommendations, traffic, enquiries, bookings, conversion, revenue, market share or continued visibility.

9.5Baseline and follow-up tests are observational snapshots. The Client must not present them as controlled scientific proof or a guaranteed prediction of future performance.

9.6SmartSphere may use public information and permitted tools for research. SmartSphere will not knowingly bypass access controls or platform restrictions.

9.7The Client must implement agreed recommendations accurately and maintain website, profile and business information for results to have a reasonable opportunity to persist.

10. Content services and approvals

10.1Content is supplied as draft business and communication material unless the Order Form expressly states otherwise.

10.2The Client must review each item for brand accuracy, factual accuracy, clinical accuracy, legal compliance, evidence, tone, offer details, pricing, consent and suitability before approval.

10.3Approval may be given in writing, through an agreed approval platform, by instructing publication or by publishing the content. Publication constitutes final acceptance of that item.

10.4SmartSphere is not responsible for edits, additions, truncation, reformatting, scheduling, targeting or reuse made after approval, or for a platform's presentation of content.

10.5Revision rounds, formats, word counts and channels are limited to the Order Form. Further revisions, new directions or replacement briefs are additional work.

10.6The Client must promptly notify SmartSphere if treatment information, evidence, product licensing, professional status, law, guidance or clinic policy changes. Updating previously delivered content is not included unless expressly agreed.

11. Custom GPTs and third-party platforms

11.1Custom GPTs, assistants and workflows depend on Third-Party Services. The Client must maintain required accounts, subscriptions, licences and authorised users.

11.2Where practical, a production system should be created in a Client-controlled account. If it is created in a SmartSphere-controlled account, access, transfer or export may be limited by the provider and the Order Form.

11.3SmartSphere cannot guarantee that a provider will permit transfer, preserve configuration, continue a feature or maintain backward compatibility.

11.4The Client must protect access links, credentials, API keys and administrative permissions and must immediately revoke access for departing or unauthorised users.

11.5Unless expressly agreed, SmartSphere does not provide continuous monitoring, cybersecurity operations, model-risk management, clinical validation, regulatory certification, hosting or uptime commitments.

11.6The Client must not allow a Custom GPT or assistant to collect patient health information, identify treatment suitability or provide personalised clinical guidance without a separately agreed, compliant deployment.

12. Fees, invoicing, tax and late payment

12.1The Client must pay the Fees and expenses stated in the Order Form. Unless stated otherwise, Fees are exclusive of VAT and other applicable taxes.

12.2Unless the Order Form states otherwise: (a) fixed-price projects require 50% on acceptance and 50% before final handover; (b) retainers are payable monthly in advance; and (c) invoices are due within 7 calendar days.

12.3SmartSphere is not required to begin or continue work until all due upfront payments are received.

12.4The Client must pay invoices in full without set-off, counterclaim, withholding or deduction except where required by law. If a deduction is legally required, the Client must provide evidence and, where lawful, gross up the payment so SmartSphere receives the agreed net amount.

12.5Approved third-party costs, travel and expenses are payable in addition to the Fees. Non-cancellable third-party commitments are payable by the Client.

12.6If an invoice is overdue, SmartSphere may charge statutory interest and fixed recovery compensation under the Late Payment of Commercial Debts (Interest) Act 1998, together with reasonable additional recovery costs where permitted.

12.7SmartSphere may suspend Services, disable access to unpaid Deliverables and withhold handover while sums remain overdue.

12.8A genuine invoice dispute must be raised in writing with reasons and supporting detail within 7 calendar days of the invoice date. The undisputed amount remains payable on time.

13. Changes and additional work

13.1Either party may request a change to scope, assumptions, Deliverables, personnel, timetable or responsibilities.

13.2SmartSphere is not obliged to perform a change until the parties agree it in writing, including any adjustment to Fees, timing and dependencies.

13.3Work caused by inaccurate Client Materials, changed instructions, additional treatments or locations, new compliance requirements, platform changes, rework after approval or delays outside SmartSphere's control may be charged at the rate stated in the Order Form or SmartSphere's then-current rate.

14. Timetable, delays, pause and restart

14.1The Client must meet all approval, access and information deadlines in the Order Form.

14.2Client delay automatically extends delivery dates by at least the period of delay and any reasonable time needed to reschedule resources.

14.3If the Client is unresponsive for 10 Business Days, SmartSphere may pause the project and invoice work completed. If inactivity continues for 30 calendar days, SmartSphere may classify the project as dormant.

14.4Restarting a dormant project is subject to resource availability, a revised timetable and a reasonable restart fee stated in the Order Form or agreed before recommencement.

14.5A project delayed by the Client for more than 60 days may be treated as cancelled by the Client under clause 16.

15. Review, acceptance and corrections

15.1The Client must review each Deliverable promptly and notify SmartSphere of any material failure to match the agreed specification within 5 Business Days of delivery.

15.2A notice must identify the specific requirement not met and provide sufficient detail for SmartSphere to assess it. General dissatisfaction, changed preferences or outcome shortfalls do not constitute a defect.

15.3If no valid notice is received within the review period, or the Deliverable is used or published, it is deemed accepted.

15.4For a valid defect notified on time, SmartSphere's first obligation is to use reasonable efforts to correct or re-perform the affected part. This is the Client's primary remedy, subject to clause 23.

15.5Corrections do not include changes to an approved brief, extra variants, new treatments, new legal requirements or additional stakeholder preferences.

16. Cancellation, rescheduling and retainers

16.1Project cancellation. The Client may cancel a fixed-price project by written notice. The Client must pay: (a) all work performed up to cancellation; (b) all non-cancellable commitments and approved costs; and (c) any reasonable cancellation or reserved-capacity charge expressly stated in the Order Form. Any initial booking payment is non-refundable to the extent it reasonably reflects work performed, onboarding, planning and capacity reserved.

16.2Sessions. A consulting, onboarding or training session may be rescheduled once without charge if at least 2 Business Days' notice is given. Later cancellation or non-attendance may be treated as delivered, unless SmartSphere agrees otherwise.

16.3Retainers. A monthly retainer has no minimum term unless the Order Form states one. The Client may cancel at any time by written notice, effective at the end of the current paid billing period. Notice received fewer than 7 calendar days before renewal may take effect at the end of the following billing period if the next invoice or payment has already been processed.

16.4Fees paid for a current billing period are non-refundable, but SmartSphere will continue the included Services until the effective cancellation date unless Services are suspended for breach.

16.5SmartSphere may cancel before work begins and refund unearned Fees. If SmartSphere terminates for convenience after work begins, it will refund Fees paid for Services not performed, excluding committed third-party costs.

16.6No consumer cooling-off or distance-selling cancellation right applies because the Contract is business-to-business.

17. Intellectual property rights

17.1Client Materials. The Client retains ownership of Client Materials. The Client grants SmartSphere a non-exclusive, worldwide, royalty-free licence during the Contract to use, copy, adapt and process them solely to provide the Services and meet legal obligations.

17.2SmartSphere Background IP. SmartSphere retains all rights in its pre-existing and reusable methods, frameworks, audit criteria, scoring systems, templates, prompts, workflows, know-how, research processes, software, training materials and generic components, including improvements developed during the Services.

17.3Deliverable licence. Subject to full payment, SmartSphere grants the Client a perpetual, worldwide, non-exclusive licence to use, reproduce, adapt and publish the final Deliverables for the Client's own business and clinic operations.

17.4The Client may not resell, sublicense, white-label, commercially distribute or use SmartSphere Background IP to create a competing consultancy, training product, template library or AI system without written permission.

17.5Assignment. Ownership of bespoke Deliverables transfers only if the Order Form expressly states that rights are assigned and all Fees are paid. Any assignment excludes SmartSphere Background IP and Third-Party Materials.

17.6Third-party materials remain subject to their own licences and restrictions. The Client is responsible for maintaining required subscriptions and attribution.

17.7SmartSphere may retain and use general skills, ideas, experience and know-how that do not disclose the Client's Confidential Information.

17.8The Client grants SmartSphere a perpetual right to use feedback and suggestions without identifying the Client or disclosing Confidential Information.

18. Confidentiality

18.1Each receiving party must protect the other party's Confidential Information with at least reasonable care, use it only for the Contract and disclose it only to personnel, advisers and subcontractors who need to know and are bound by confidentiality duties.

18.2Confidentiality duties do not apply to information that the receiving party can show: (a) is public through no breach; (b) was lawfully known without restriction; (c) is received lawfully from a third party; or (d) is independently developed without use of the Confidential Information.

18.3A party may disclose Confidential Information where legally required, after giving advance notice where lawful and reasonably assisting the other party to seek protection.

18.4These duties continue for 5 years after termination, except for trade secrets, personal data and security credentials, which remain protected for as long as required by law or their confidential nature.

18.5Neither party may issue a press release or disclose commercial terms without the other's written consent, except as required by law.

19. Data protection

19.1Each party must comply with Data Protection Laws for personal data it processes under the Contract.

19.2For ordinary business administration, each party acts as an independent controller for its own contacts, billing, records, legal compliance and relationship management.

19.3If SmartSphere processes personal data on the Client's documented instructions, the Data Processing Schedule in Schedule 3 applies and forms part of the Contract.

19.4By default, the Services are designed to use public business information, non-identifiable analytics, clinic service information and staff business-contact data. The Client must not provide patient or Special Category Data unless expressly approved in the Order Form and Schedule 3.

19.5The Client is responsible for providing required privacy information, identifying lawful bases and special-category conditions, handling data-subject rights, carrying out any DPIA, and ensuring its instructions are lawful.

19.6SmartSphere may refuse or delete personal data supplied outside the agreed scope and may charge reasonable costs incurred in secure handling or remediation.

19.7Each party must maintain a process for handling data-protection complaints as required by applicable law and cooperate reasonably where a complaint relates to the Services.

19.8International transfers must use a lawful transfer mechanism, including an adequacy regulation, the UK International Data Transfer Agreement, the UK Addendum to EU Standard Contractual Clauses or another permitted safeguard.

20. Information security and access credentials

20.1Each party must apply appropriate technical and organisational measures proportionate to the information and risks involved.

20.2The Client must use unique accounts, strong passwords, multi-factor authentication where available, least-privilege access and prompt offboarding of users.

20.3Credentials and API keys must be transferred through an agreed secure method and must not be sent through insecure channels if a safer method is available.

20.4The Client is responsible for the security, configuration and backups of Client-controlled accounts, websites, devices and networks.

20.5SmartSphere may suspend access if it reasonably suspects compromise, misuse, unauthorised access or a threat to systems or data.

20.6Each party must notify the other without undue delay of a security incident materially affecting the other party's data or systems and cooperate in reasonable remediation.

21. Third-party services and dependencies

21.1Third-Party Services are governed by their providers' terms, privacy notices, availability, security and pricing.

21.2SmartSphere does not control and is not liable for a Third-Party Service's outage, model response, algorithm, ranking, security incident, policy change, suspension, content moderation, deletion, loss of access or discontinuance, except to the extent directly caused by SmartSphere's breach.

21.3The Client must review and accept Third-Party Service terms and pay subscriptions unless the Order Form states that SmartSphere will do so.

21.4Recommendations of tools or suppliers are made in good faith but are not warranties of suitability. The Client must perform its own procurement, clinical, security and data-protection due diligence.

21.5A material third-party change may require a Change Order. If the intended Service becomes impossible, the parties will discuss a reasonable substitute; if none is practical, either party may terminate the affected part and the Client will pay for work performed.

22. Warranties and disclaimers

22.1Each party warrants that it has authority to enter into the Contract.

22.2SmartSphere warrants that it will perform the Services with reasonable care and skill and that, at delivery, final Deliverables will materially conform to the agreed specification.

22.3Except as expressly stated, all warranties, conditions and terms implied by law are excluded to the fullest extent permitted.

22.4SmartSphere does not warrant any particular commercial, clinical, regulatory, marketing, search, visibility, content-performance, conversion, booking, revenue or cost-saving outcome.

22.5SmartSphere does not warrant that research is exhaustive or that all sources, platform outputs or online information are complete, current or correct.

22.6SmartSphere does not provide legal, tax, medical, prescribing, insurance, cybersecurity certification or regulatory advice. The Client must obtain specialist advice where required.

22.7The Client acknowledges that business, marketing and AI decisions involve risk and that outcomes depend on implementation, market conditions, competition, evidence, clinical quality, patient demand and factors outside SmartSphere's control.

23. Liability

23.1Nothing in the Contract excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) deliberate default; or (d) any liability that cannot lawfully be excluded or limited.

23.2Subject to clause 23.1, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, opportunity, anticipated savings, goodwill or reputation, whether direct or indirect.

23.3Subject to clause 23.1, SmartSphere is not liable for loss arising from: (a) Client Materials, instructions or approvals; (b) clinical decisions, treatment, patient outcomes or regulatory status; (c) publication without required professional review; (d) Client changes after delivery; (e) Third-Party Services; (f) failure to implement recommendations; (g) unlawful or prohibited use; or (h) data supplied outside the agreed scope.

23.4SmartSphere is not liable for loss or corruption of data where the Client failed to maintain reasonable backups, except to the extent directly caused by SmartSphere's breach of Schedule 3.

23.5Subject to clauses 23.1 and 23.6, SmartSphere's total aggregate liability arising out of or in connection with an Order Form is limited to 100% of the Fees paid and payable under that Order Form during the 12 months preceding the event giving rise to the claim. For a project lasting less than 12 months, the cap is the total Fees paid and payable for that project.

23.6SmartSphere's aggregate liability for breach of confidentiality or Data Protection Laws caused by SmartSphere is limited to 150% of the cap in clause 23.5.

23.7The Client's payment obligations, misuse of SmartSphere intellectual property and liabilities under clause 24 are not limited by clauses 23.2 to 23.6 to the extent such limitation would be unreasonable or unlawful.

23.8Each party must take reasonable steps to mitigate loss.

23.9The parties agree that the limitations in this clause allocate risk between commercial parties and are reflected in the Fees.

24. Client indemnities

24.1The Client must indemnify SmartSphere against third-party claims, regulatory action, loss, damage, penalties, reasonable professional costs and expenses arising from:

• Client Materials infringing intellectual property, privacy, confidentiality, publicity or other rights;
• the Client's clinical services, treatment, prescribing, diagnosis, patient communications, patient outcomes or professional conduct;
• the Client's publication or use of Deliverables without required approval or contrary to the Contract;
• misleading, unlawful or unsubstantiated claims, prohibited medicines advertising, fake reviews, improper testimonials or non-compliant promotions approved by the Client;
• personal data or Special Category Data supplied without authority or outside the agreed processing scope;
• the Client's breach of Applicable Law, Regulatory Requirements, Third-Party Service terms or Schedule 4.

24.2The indemnity does not apply to the extent a claim is finally determined to have been caused by SmartSphere's breach, negligence, fraud or wilful misconduct.

24.3SmartSphere must give reasonable notice of an indemnified claim, allow the Client reasonable control of the defence and settlement, and provide reasonable cooperation at the Client's cost. The Client may not settle a claim in a way that admits liability by SmartSphere or imposes non-monetary obligations on SmartSphere without written consent.

25. Insurance

25.1Each party must maintain insurance appropriate to its business and obligations.

25.2The Client must maintain all professional indemnity, medical malpractice, public liability, product liability, cyber and employer's liability insurance required or reasonably appropriate for its treatments, staff, premises, data and patient-facing services.

25.3On reasonable request, a party will provide evidence of relevant insurance, subject to confidentiality and insurer restrictions.

26. Suspension and termination

26.1SmartSphere may immediately suspend Services or access if: (a) an invoice is overdue; (b) the Client creates a legal, clinical, security, reputational or patient-safety risk; (c) credentials or systems appear compromised; (d) the Client breaches Schedule 4; or (e) suspension is required by a provider, regulator or law.

26.2Either party may terminate an Order Form by written notice if the other party materially breaches the Contract and, where the breach can be remedied, fails to remedy it within 14 calendar days after written notice.

26.3Either party may terminate immediately if the other becomes insolvent, ceases business, enters administration or liquidation other than for solvent restructuring, or is unable to pay debts as they fall due.

26.4SmartSphere may terminate immediately if continuing the Services would reasonably expose SmartSphere or others to unlawful conduct, professional misconduct, sanctions, material security risk or patient harm.

26.5Termination of one Order Form does not automatically terminate another.

27. Consequences of termination

27.1On termination or expiry: (a) the Client must pay all amounts due for work performed, committed costs and applicable cancellation charges; (b) each party must stop using the other's Confidential Information except as legally required; and (c) access to SmartSphere-controlled systems may end.

27.2Subject to full payment, SmartSphere will provide completed Deliverables and reasonable export materials included in scope. Additional migration or handover work is chargeable.

27.3If SmartSphere acts as processor, return or deletion of personal data is governed by Schedule 3.

27.4Clauses intended to survive do so, including payment, intellectual property, confidentiality, data protection, liability, indemnities, dispute resolution and governing law.

28. Non-solicitation

28.1During an Order Form and for 12 months afterwards, neither party will knowingly solicit for employment or engagement an employee or contractor of the other party who was materially involved in the Services, except through a general recruitment campaign not targeted at that person.

28.2If the Client breaches clause 28.1 and engages the person, the Client must pay a recruitment fee equal to 25% of the person's first-year gross remuneration. The parties agree this represents a reasonable estimate of recruitment and replacement costs and is not intended as a penalty.

29. Publicity and case studies

29.1SmartSphere will not identify the Client in a public case study, testimonial, logo display or promotional claim without prior written consent.

29.2SmartSphere may use anonymised and aggregated project information that does not identify the Client, reveal Confidential Information, include personal data or create a misleading impression.

29.3Consent may specify wording, channels, duration and whether results may be quoted. The Client may withdraw future publicity consent, but withdrawal does not require recall of materials already lawfully distributed.

30. Compliance, ethics and sanctions

30.1Each party must comply with applicable anti-bribery, anti-corruption, sanctions, modern-slavery, equality and employment laws.

30.2Neither party will offer, request or accept an improper payment or benefit in connection with the Contract.

30.3The Client must not use the Services to discriminate unlawfully, manipulate vulnerable people, create fake professional authority, fabricate evidence, generate fake reviews or conceal material information from patients or consumers.

30.4SmartSphere may carry out reasonable client due diligence and refuse work involving sanctioned persons, unlawful products, deceptive practices or material ethical risk.

31. Force majeure

31.1Neither party is liable for delay or failure caused by events beyond its reasonable control, including internet or utility failure, cyberattack not caused by its breach, provider outage, epidemic, war, civil disorder, governmental action, labour dispute or natural disaster.

31.2The affected party must notify the other, use reasonable efforts to reduce impact and resume performance.

31.3If a force majeure event prevents a material part of the Services for more than 30 consecutive days, either party may terminate the affected part. The Client must pay for work performed and non-cancellable costs.

32. Notices

32.1Formal notices must be in writing and sent to the postal or email address in the Order Form, or to an updated address notified in writing.

32.2A notice is deemed received: (a) if delivered by hand, when left at the address; (b) if sent by tracked next-Business-Day service, at 9:00 a.m. on the second Business Day after posting; or (c) if sent by email, at the time of transmission if no delivery failure is received and, if sent outside 9:00 a.m. to 5:00 p.m. on a Business Day, at 9:00 a.m. on the next Business Day.

32.3Notices of legal proceedings must also be sent to infos.smartsphere@gmail.com and the registered office.

33. General

33.1Independent contractor. SmartSphere is an independent contractor. Nothing creates employment, agency, partnership, fiduciary duty or joint venture.

33.2Assignment. The Client may not assign, transfer or subcontract the Contract without SmartSphere's written consent. SmartSphere may assign the Contract to an affiliate or purchaser of its business and may subcontract performance subject to its obligations.

33.3Entire agreement. The Contract is the entire agreement about its subject matter and supersedes prior proposals, discussions and representations. Each party confirms it has not relied on a statement not set out in the Contract, but this does not exclude fraud.

33.4Variation. A change is binding only if recorded in writing and agreed by authorised representatives. SmartSphere may update online Terms for future Order Forms; an existing Order Form remains governed by the version accepted unless law requires change.

33.5Waiver. Delay or failure to exercise a right is not a waiver.

33.6Severability. If a provision is invalid or unenforceable, it will be modified to the minimum extent necessary or deleted, and the remainder continues.

33.7Third-party rights. A person who is not a party has no right to enforce the Contract under the Contracts (Rights of Third Parties) Act 1999.

33.8Counterparts and e-signature. The Contract may be signed in counterparts and electronically, each of which is treated as an original.

33.9Language. The governing language is English. Any translation is for convenience only.

34. Dispute resolution and governing law

34.1A party must first give written details of a dispute and request a meeting between senior representatives. They will use reasonable efforts to resolve it within 10 Business Days.

34.2If unresolved, the parties may agree to confidential mediation through CEDR or another mediator before court proceedings. This does not prevent urgent injunctive relief for confidentiality, intellectual property, data or security matters.

34.3The Contract and any non-contractual obligations are governed by the law of England and Wales.

34.4The courts of England and Wales have exclusive jurisdiction, except that SmartSphere may enforce payment, intellectual property or confidentiality rights in any court of competent jurisdiction where the Client or assets are located.

Schedule 2 — Service-specific terms

These service-specific terms apply only where the relevant service is selected in the Order Form.

A. Clinic growth audit and strategy

A.1Typical scope may include review of positioning, website, offers, patient journey, consultation flow, follow-up, authority signals and revenue bottlenecks, together with market and competitor research.

A.2The audit is an external business and communication assessment, not a clinical inspection, CQC inspection, legal audit, financial audit, cybersecurity test or certification.

A.3Findings depend on information and access supplied. SmartSphere is not required to verify private operational data, financial figures, licences, qualifications or statements unless expressly agreed.

A.4The Client decides whether recommendations are clinically, commercially, legally and operationally appropriate and is responsible for implementation.

A.5A roadmap is a prioritised recommendation, not a guarantee of revenue, bookings, savings or patient outcomes.

B. Small AI visibility audit and AEO Visibility Sprint

B.1The Order Form must define the clinic location, priority treatments, patient-intent queries, platforms, competitor set, test dates and what counts as an appearance.

B.2A baseline assessment and later reassessment are snapshots using the agreed methodology. SmartSphere will use reasonable efforts to keep conditions consistent, but platform and model variability cannot be eliminated.

B.3The project may include a competitor-gap analysis, authority content assets, Custom GPT configuration and a results report only to the extent stated in the Order Form.

B.4The Client must arrange appropriately qualified clinical review of treatment pages, FAQs, comparisons, aftercare guides and patient education before publication.

B.5The visibility index is a proprietary internal benchmark and must not be described as an official platform score or endorsement.

B.6Improvement is not guaranteed, and an observed increase does not prove causation or predict future performance.

B.7Search engines and AI systems may continue to display inaccurate or third-party information despite reasonable implementation.

C. AI Content Engine and Custom Brand GPT

C.1The service may include brand and treatment intake, Custom GPT configuration, a content calendar, operating procedure, prompt templates, training and optional managed content.

C.2The Client must provide an approved brand voice, current treatment information, evidence, compliance requirements, professional details and a named clinical reviewer.

C.3SmartSphere's content and configuration are drafting tools. The Client must approve every patient-facing output before publication.

C.4Testing against a stated number of prompts demonstrates configuration at a point in time only and does not guarantee all future outputs.

C.5The Client must not market the system as medically approved, clinically validated, certified, error-free or compliant for every use unless it has separate evidence and authority to do so.

C.6Handover is limited to the materials and access technically available under the relevant platform. Third-party subscriptions and account ownership are the Client's responsibility.

C.7If monthly support is cancelled, SmartSphere has no obligation to create new content, monitor outputs, update knowledge, maintain integrations or review changes after the effective cancellation date.

D. Optional monthly retainers

D.1Included hours, assets, meetings, monitoring, reporting and response times must be stated in the Order Form.

D.2Unused monthly capacity expires at the end of the billing period unless the Order Form expressly permits rollover.

D.3Work above the included allowance requires approval and is charged separately.

D.4Monitoring is periodic, not continuous, unless expressly stated. SmartSphere does not guarantee detection of every platform change, inaccurate result, regulatory issue or competitor action.

D.5The cancellation provisions in clause 16.3 apply.

E. Patient-facing AI or automation

E.1Patient-facing AI, triage, eligibility screening, symptom collection, treatment recommendation, appointment decisioning, automated follow-up based on health data and integration with clinical records are excluded unless expressly contracted.

E.2A separate Order Form must address data mapping, lawful basis, Article 9 condition, DPIA, clinical safety, human oversight, escalation, testing, transparency, retention, security, access, incident handling and relevant regulatory requirements.

E.3SmartSphere may require independent legal, clinical safety, data protection and cybersecurity review before launch.

E.4SmartSphere may refuse deployment where safeguards are insufficient.

Schedule 3 — Data Processing Schedule

This Schedule applies where SmartSphere processes personal data on behalf of the Client. It is intended to meet the written-contract requirements applicable to controller-processor arrangements under UK Data Protection Laws.

1. Roles and documented instructions

1.1The Client is the controller and SmartSphere is the processor for the processing described in Annex 1, unless the Order Form states a different lawful role.

1.2SmartSphere will process personal data only on documented instructions in the Contract, including transfers, unless required by law. If legally required, SmartSphere will notify the Client before processing unless prohibited.

1.3SmartSphere will immediately inform the Client if, in its reasonable opinion, an instruction infringes Data Protection Laws and may suspend the affected processing.

2. Confidentiality and personnel

2.1SmartSphere will ensure that persons authorised to process personal data are subject to confidentiality obligations and receive appropriate instructions.

2.2Access will be limited to persons who need it for the Services.

3. Security

3.1SmartSphere will implement appropriate technical and organisational measures proportionate to risk, taking account of the state of the art, implementation cost, processing nature and potential harm.

3.2Minimum measures are listed in Annex 2. The Client acknowledges that no system is completely secure.

3.3The Client is responsible for Client-controlled environments, lawful access and secure instructions.

4. Subprocessors

4.1The Client gives general written authorisation for SmartSphere to use subprocessors needed for the Services.

4.2SmartSphere will maintain a current list of subprocessors, available on request, and give at least 10 calendar days' notice of a material new subprocessor where reasonably practicable.

4.3The Client may object on reasonable data-protection grounds within the notice period. The parties will seek a reasonable alternative. If none is commercially reasonable, either party may terminate the affected Service and the Client will pay for work performed.

4.4SmartSphere will impose data-protection obligations on subprocessors that provide materially equivalent protection required by applicable law.

5. Data-subject rights, complaints and regulatory assistance

5.1Taking account of the processing, SmartSphere will provide reasonable assistance through appropriate measures for the Client to respond to data-subject requests.

5.2SmartSphere will promptly forward any request or complaint received about Client-controlled processing and will not respond substantively except on the Client's instructions or as legally required.

5.3SmartSphere will provide reasonable assistance with security, breach notifications, DPIAs, consultations and compliance information, taking account of the nature of processing and information available.

5.4Assistance beyond the normal scope may be charged at the agreed or then-current rate unless required because of SmartSphere's breach.

6. Personal data breaches

6.1SmartSphere will notify the Client without undue delay after becoming aware of a personal data breach affecting Client personal data.

6.2The notice will include available information reasonably required for the Client to assess and meet its obligations. Information may be provided in phases.

6.3SmartSphere will take reasonable steps to contain, investigate and remediate a breach for which it is responsible.

6.4The Client is responsible for deciding whether to notify the ICO, another regulator or individuals, unless law directly requires SmartSphere to notify.

7. Audits and information

7.1SmartSphere will make available information reasonably necessary to demonstrate compliance with this Schedule.

7.2The Client may conduct one audit per year on at least 20 Business Days' notice, during business hours, subject to confidentiality, security and non-disruption requirements.

7.3SmartSphere may satisfy an audit request through current independent reports, certifications, questionnaires or remote evidence where reasonable.

7.4The Client bears audit costs unless the audit identifies a material breach by SmartSphere. SmartSphere may charge for excessive or duplicative assistance.

8. Return and deletion

8.1On termination or written instruction, SmartSphere will return or delete Client personal data within a reasonable period, unless retention is required by law or in secure backups subject to normal deletion cycles.

8.2SmartSphere may retain minimal records necessary to establish, exercise or defend legal claims, comply with law or evidence instructions, subject to continued protection.

9. International transfers

9.1SmartSphere will not make a restricted transfer except on documented instructions and under a lawful mechanism.

9.2Where required, the parties will incorporate the UK IDTA, the UK Addendum to EU SCCs or another approved safeguard, complete transfer information and conduct appropriate risk assessment.

9.3The Client authorises transfers inherent in approved Third-Party Services listed in the Order Form or subprocessor list.

10. Priority and liability

10.1If this Schedule conflicts with the main Terms on data-protection matters, this Schedule prevails.

10.2Liability under this Schedule is subject to clause 23, except to the extent a limitation is prohibited by law.

Annex 1 — Processing details

Annex 2 — Minimum technical and organisational measures

• Role-based access and least privilege.
• Multi-factor authentication where supported.
• Strong password and credential-management practices.
• Encryption in transit and, where supported by the relevant platform, at rest.
• Device security, software updates, malware protection and screen locking.
• Confidentiality commitments for authorised personnel.
• Secure transfer methods for credentials and sensitive files.
• Data minimisation and prohibition of Special Category Data by default.
• Incident-response and breach-escalation procedures.
• Reasonable backup and recovery arrangements for SmartSphere-controlled business systems.
• Subprocessor due diligence proportionate to risk.
• Secure deletion or access removal at the end of the engagement.

Schedule 4 — AI acceptable use and safety rules

The Client and its users must comply with these rules when using a Custom GPT, AI Output, automation or related Deliverable supplied by SmartSphere.

Permitted uses

• Internal drafting, brainstorming, summarisation and administrative support with human review.
• Drafting non-patient-specific FAQs, educational content, marketing copy and enquiry responses for approval.
• Internal research support using lawfully available information.
• Brand-consistent content support within the limits stated in the Order Form.

Prohibited uses

• Diagnosis, prescribing, individual treatment recommendations, emergency advice, clinical triage or determining whether a person is suitable for treatment.
• Solely automated decisions that produce legal or similarly significant effects, particularly using health or other Special Category Data.
• Entering patient records, identifiable treatment images, consultation notes, health information, children's data or other sensitive data without express written approval and safeguards.
• Advertising prescription-only medicines to the public, creating misleading medical claims or concealing material risks.
• Generating fake reviews, fabricated testimonials, false qualifications, impersonation, manipulated evidence or deceptive before-and-after content.
• Unlawful discrimination, profiling of vulnerable people, exploitation of insecurities or targeting prohibited audiences.
• Bypassing security, scraping in breach of terms, introducing malicious code, prompt injection, credential sharing or unauthorised access.
• Using outputs without competent human review or representing outputs as guaranteed, medically approved, regulator-approved or error-free.

Operational controls

• Appoint a named system owner and clinical reviewer where health content is involved.
• Limit users and permissions; revoke access promptly.
• Maintain an approved knowledge base and update it when treatments, evidence, law or policies change.
• Use disclaimers and escalation routes appropriate to the use case.
• Test representative prompts and monitor failures, complaints and unsafe outputs.
• Report material errors, unsafe outputs, misuse and security incidents to SmartSphere promptly.

Schedule 5 — International client addendum

This Schedule applies where the Client is established outside the United Kingdom, receives Services outside the UK or asks SmartSphere to process data relating to another jurisdiction.

1. Local law. The Client is responsible for identifying and complying with laws, licensing, professional rules, advertising standards, healthcare regulation, privacy rules, consumer law and tax obligations in every territory where it operates or publishes content.

2. No local-law opinion. SmartSphere does not provide advice on foreign law unless expressly agreed through appropriately qualified local counsel.

3. Cross-border data. The parties must implement transfer mechanisms and supplemental safeguards required by applicable privacy laws, including UK, EU or other standard contractual clauses where required.

4. Taxes and withholding. Fees exclude foreign taxes, duties and withholding. The Client is responsible for them except taxes on SmartSphere's net income. Where lawful, payments must be grossed up so SmartSphere receives the agreed amount.

5. Sanctions and export controls. The Client warrants that it is not sanctioned and will not use the Services in violation of UK or applicable sanctions and export-control laws.

6. Currency and bank charges. Unless stated otherwise, invoices are in GBP and the Client bears transfer, correspondent-bank and currency-conversion charges.

7. Governing law. English law and the jurisdiction provisions in clause 34 continue to apply, subject to mandatory local law that cannot be excluded.

8. Service language. English controls. The Client is responsible for professional translation and local clinical or regulatory review of translated content.

End of terms