Terms and conditions

These terms govern the contract between Raúl Ríos Beiro (VinculAI), with address at Avenida Hermanos Machado 135, 46025 Valencia, España and contact at privacidad@vinculai.com —‘VinculAI’— and the professional or practice contracting the service —‘the Client’—.

VinculAI is cloud software for running a psychology or therapy practice: appointment diary and bookings, patient records and case files, session notes, messaging, video consultation, payments and invoicing, and support functions powered by artificial intelligence.

What VinculAI is not. It is not a medical device, it does not provide healthcare, it does not issue diagnoses and it does not replace clinical judgement. It is a management tool. Care is provided by the Client, and the Client is answerable for it.

• Authorised Users: the people to whom the Client gives access to its account (professionals, reception, administration).
• Account Data: the data of the Client and of its Authorised Users, for which VinculAI is the Controller.
• Patient Data: the data of the Client’s patients, for which the Client is the Controller and VinculAI the Processor.
• Plan: the option contracted, with its limits and its price.
• AI-Generated Content: the text produced by the artificial intelligence functions from what the Client sends.

The Client declares that it is contracting in the course of its professional or business activity and that it is therefore not a consumer within the meaning of article 3 of the consolidated text of the Spanish General Act for the Defence of Consumers and Users. VinculAI may require its tax identification number and professional invoicing details as evidence of this.

That being so, both parties expressly agree to exclude the application of articles 27.1 and 28.1 of Spanish Act 34/2002, under articles 27.2.a) and 28.3.a) of that Act. This does not affect VinculAI’s obligation to make these terms available to the Client before contracting, in such a way that they can be stored and reproduced (art. 27.4), which is met by this page and by the permanent link to the text from the sign-up form.

The contract is entered into on accepting these terms and creating the account. VinculAI keeps a record of the version accepted, the date and the user who accepted it, and provides it to the Client on request.

The Client is answerable for the accuracy of the sign-up details, for safeguarding the credentials and for all activity carried out under its account and those of its Authorised Users. It must remove access without delay for anyone who no longer needs it.

Each Authorised User uses their own credentials; sharing a single account between several people is prohibited, because it makes it impossible to know who accessed a clinical record.

The Client will notify VinculAI without delay as soon as it suspects unauthorised access to its account.

VinculAI grants the Client a non-exclusive, non-transferable and non-sublicensable licence to use the software, limited to the term of the contract and to the limits of the Plan, by remote access. No copy of the software is delivered, so no ownership whatsoever is transferred.

The Client may not:

• decompile it or reverse engineer it, save to the extent that the law does not allow this to be waived in order to ensure interoperability;
• resell, rent out or provide the service to third parties, or offer it under another brand;
• extract data by automated means beyond the export functions;
• circumvent the user or usage limits of the Plan contracted.

The Client undertakes to use VinculAI in accordance with the law and, in particular, not to enter data of people with whom it has no care or contractual relationship, not to upload unlawful content or harmful software, and not to use the service in a way that compromises its security, its availability or other clients’ data.

VinculAI may suspend access immediately and without prior notice in the face of use that puts the security of the platform or of the data at risk, informing the Client as soon as possible and restoring the service once the risk has ceased.

The Client is the Controller of the Patient Data and VinculAI is the Processor. That relationship is governed by the data processing agreement, which forms an inseparable part of these terms and prevails over them in everything relating to data protection.

Account Data is processed in accordance with the privacy policy, under which VinculAI acts as the Controller.

The Client warrants that it has a legal basis for processing its patients’ data and that it has complied with its duty to inform them. VinculAI makes available a patient privacy notice that the Client can use as a starting point, without that transferring to VinculAI any obligation that belongs to the Controller.

The artificial intelligence functions support drafting and management. AI-Generated Content is a draft that the professional must review and validate before adding it to the clinical record. Authorship, clinical judgement and clinical responsibility are and remain the professional’s.

VinculAI assigns to the Client, without reservation and at no cost, any rights it may hold over the AI-Generated Content produced from the Client’s data.

VinculAI does not use the Client’s data or its patients’ data to train, retrain or fine-tune models, and imposes the same prohibition on its artificial intelligence providers.

The Client can switch off the artificial intelligence functions from its account settings and keep the rest of the service.

Artificial intelligence credits. Each Plan includes an amount of credits that is replenished at the start of each billing period and does not carry over from one period to the next. The Client may purchase additional credits, which do not expire while the contract remains in force. Running out of credits does not suspend the service: only the artificial intelligence functions stop being available, and the rest of the platform carries on working as normal. Unused credits are not refundable in money and cannot be exchanged for any other service.

The price is that of the Plan contracted, in euros and excluding VAT, which is added at the rate in force. Invoicing is in advance for the period contracted, unless otherwise agreed.

The contract renews automatically for equal periods unless either party gives notice to the contrary thirty (30) days before expiry.

VinculAI may revise prices on sixty (60) days’ notice before renewal. If the Client does not accept the new price, it may terminate the contract without penalty before the new price takes effect; the price is never changed within a period already invoiced.

The payment term will not exceed sixty (60) calendar days, in accordance with Spanish Act 3/2004 on combating late payment. Non-payment accrues the late-payment interest laid down by law and the recovery costs set by that Act.

Additional professionals. Each Plan includes a number of professionals. Adding one above that number increases the price by the amount stated for the Plan, and requires the Client’s express acceptance at the time the professional is added. The addition is pro-rated from the day it takes place. Removing a professional is credited on the invoice for the following period; it does not give rise to a refund in money within a period already invoiced.

Trial period. If the Client has a free trial period and it expires without a Plan having been contracted, the account switches to read-only mode: it keeps all of its information intact and the Client can consult it, download it and export it, but cannot create new content. No data is deleted for this reason, and contracting a Plan is all it takes to get the full service back. The same consequence applies after the suspension for non-payment described below.

Suspension for non-payment. Before suspending the service, VinculAI will demand payment in writing and allow fifteen (15) days to put it right. Even with the service suspended, the Client will keep, for at least thirty (30) days, the ability to export the clinical records in full, because its legal duty to retain them does not lapse because of a non-payment.

VinculAI provides the service with a target availability of 99.5% per month, measured against the total time in the month and excluding: scheduled maintenance announced at least twenty-four hours in advance, connectivity failures outside VinculAI’s control, misuse by the Client and events of force majeure.

Beyond availability, VinculAI commits to the integrity of the data: regular, encrypted backups and the ability to restore access to the information after an incident, in accordance with article 32 GDPR. In a service that holds clinical records, this matters more than downtime.

Support is provided by email on working days. VinculAI commits to response times, not resolution times, and gives priority to incidents that prevent the service from being used or that affect the security of the data.

VinculAI retains all rights over the software, its interfaces, its documentation, its trade marks and the materials that make it up. The licence in section 5 does not transfer any of those rights.

The Client’s data and its patients’ data belong to the Client. VinculAI acquires no rights over them and only processes them as the Processor.

If the Client sends suggestions or feedback about the product, VinculAI may use them freely to improve it, without that affecting its data or giving rise to any right to payment.

VinculAI may use aggregated and irreversibly anonymised data for statistical and improvement purposes. ‘Irreversibly anonymised’ means that it does not allow any person or any practice to be re-identified: pseudonymisation is not enough, and clinical content is excluded in every case.

Model documents for patients

VinculAI makes available to the Client indicative model documents for its patients (informed consent, data protection information and the like), as assistance with compliance on the terms of article 28.3.f) of Regulation (EU) 2016/679. The Client may copy them, adapt them and use them with its patients at no additional cost while the contract is in force.

These model documents are not legal advice and are no substitute for advice from a lawyer. VinculAI is not a party to the documents the Client hands to its patients or asks them to sign, and does not determine their content: the care relationship and the status of Controller belong to the Client. It is for the Client to review each model document, adapt it to its activity, to its speciality and to the rules that apply to it —including those of its autonomous region and the professional conduct rules of its professional body— and to be answerable for the text it finally uses. Once adopted and modified, the resulting document is the Client’s.

The platform records which model document and which version were the starting point for each template, precisely so that this division of roles can be evidenced later.

Each party will keep secret the other’s confidential information to which it has access in connection with the contract, and will not use it for purposes other than performing the contract. The obligation survives for three years after the contract ends and, in the case of health information or information subject to professional secrecy, indefinitely.

VinculAI may name the Client as a commercial reference only with its prior authorisation, which is revocable at any time.

The contract lasts for the period contracted and renews in accordance with section 9. Either party may terminate it for serious breach by the other, after a written demand and a period of fifteen (15) days to remedy it, unless the breach cannot be remedied.

VinculAI may terminate immediately in the event of unlawful use of the service or of a demonstrated risk to the security of other clients’ data.

The right to terminate for breach recognised by article 1124 of the Spanish Civil Code is not excluded by these terms.

VinculAI is liable for the direct damage it causes by breaching the contract. Save as stated below, that liability is limited, in aggregate and on all counts, to the amount paid by the Client in the twelve months before the event giving rise to it. Loss of profit and indirect damage are excluded.

This limit does not apply, under any circumstances, to:

• wilful misconduct, a waiver of which would be void under article 1102 of the Spanish Civil Code;
• gross negligence;
• personal injury, including death and bodily harm;
• infringement of the other party’s intellectual or industrial property rights;
• breach of the duty of confidentiality;
• liability towards data subjects under article 82 GDPR and the fines under article 83, which fall personally on whoever infringes and are not transferred by contract;
• sums owed under the contract.

The Client is answerable for the content it enters, for having a legal basis to process its patients’ data and for the consequences of clinical decisions taken on the basis of AI-Generated Content it has not reviewed.

Neither party is liable in the events of force majeure of article 1105 of the Spanish Civil Code, including a prolonged outage of an essential provider, provided that reasonable mitigation measures have been taken and notice is given without delay.

This section is critical and VinculAI takes it on as an obligation, not as a courtesy: the law requires the Client to retain the clinical records, and they cannot end up trapped in the platform.

• Throughout the term of the contract, the Client can export all of its information itself and at no cost, in a structured and commonly used format.
• Once the contract has ended, it has thirty (30) calendar days to carry on exporting.
• If that period passes without instructions from the Client, VinculAI will send a written request and give it fifteen (15) further days before erasing anything.
• Once the erasure has been carried out, VinculAI issues a written certificate stating the date, the scope and the systems affected.

The detail —including the option of handing the data directly to another provider designated by the Client— is in the section on what happens to the data in the data processing agreement.

If VinculAI were to cease trading, it would give at least sixty (60) days’ notice and would guarantee the full export of the information during that period.

VinculAI may change these terms on thirty (30) days’ notice by email and in the platform. If the change is detrimental to the Client, the Client may terminate the contract without penalty before it comes into force, with a refund of the proportional part not used.

Changes do not apply retrospectively. Each version is published with its number and its date.

The Client may not assign the contract without VinculAI’s written authorisation. VinculAI may assign it in the event of corporate restructuring or a transfer of the business, giving prior notice; if the assignment were to involve a change of sub-processors or of the location of the processing, the objection regime in the data processing agreement will apply.

The contract is governed by Spanish law. The parties will endeavour to resolve any disagreement in good faith before going to court.

These terms do not impose express submission to a particular jurisdiction: as these are pre-drafted general terms, article 54.2 of the Spanish Civil Procedure Act would not allow it. Jurisdiction will be determined in accordance with the general rules of that Act.

If the Client is established outside Spain, the parties submit to the courts and tribunals of Valencia, under article 25 of Regulation (EU) 1215/2012.

• If any clause turns out to be void or not incorporated, the rest of the contract remains in force and the gap will be filled in accordance with article 1258 of the Spanish Civil Code.
• In the event of a conflict, the data processing agreement prevails on data protection matters and these terms prevail on everything else.
• The language of the contract is Spanish. Any translation is for information only.
• Notices will be given by email to the addresses provided and, where appropriate, by a notice in the platform.