Terms & Conditions

In these Terms & Conditions (the 'Agreement') the following definitions apply:

• 'Scriva' means TP53 S.r.l. (VAT IT02203290388), Via Pomposa 153, 44123 Ferrara (FE), Italia.
• 'Service' means the Scriva software-as-a-service platform, related websites, apps and APIs made available by Scriva from time to time.
• 'Customer' means the natural or legal person purchasing or otherwise obtaining access to the Service, who acts as Data Controller of their patients' data.
• 'User' means an individual authorised by the Customer to access and use the Service on the Customer's behalf (e.g. an employee, contractor or healthcare professional).
• 'Subscription' means the plan selected by the Customer (e.g. monthly or annual), including any usage, seat or volume limits.
• 'Output' means any data or material generated by or through the Service based on Customer Data or User inputs, including transcripts, draft notes, structured consultation notes and summaries.
• 'Fees' means all prices, charges and costs payable for the Service.
• 'Customer Data' means data submitted to or generated in the Service by or on behalf of the Customer, including transcripts, notes and account information.
• 'DPA' means the Scriva Data Processing Agreement under Art. 28 GDPR, available on the Scriva website, as updated from time to time.

The Agreement is concluded when the Customer accepts these Terms on first login, executes an order that references them, or accesses or uses the Service after being notified of them. Where the Customer is a legal entity, the person accepting represents that they have authority to bind the Customer.

The Service is offered for professional use only. Consumers (as defined under applicable consumer law) are not eligible to purchase, access or use the Service. In case of conflict between translations, the English version prevails.

The Service is delivered as software-as-a-service over the internet (web, mobile or desktop) and may include audio capture, transcription, redaction of identifying information where necessary, note and report drafting, export and administrative controls, leveraging machine learning and artificial intelligence to provide content to the Customer as Outputs. Functionality may be modified or improved from time to time without materially reducing the core utility of the Service.

The Service is a drafting and administrative assistant intended to support decision-making only. Outputs cannot be understood as medical advice, diagnosis or treatment recommendations and must be carefully reviewed by the User. The Service is not a substitute for the User's professional judgement, and Outputs are deleted periodically as described on the platform.

Outputs are provided for drafting and administrative assistance only. They are generated automatically from the inputs provided (including audio and text) and may be incomplete or contain errors, omissions or inaccuracies. The Service may misinterpret audio, context, clinical terminology, speaker identity or intent.

• The Customer and its Users must independently review, verify and validate all Outputs before using, exporting or copying them into any patient record or professional system.
• The Customer and its Users remain solely responsible for all clinical judgements, decisions and actions, including documentation, referrals and prescribing decisions.
• The Service is not intended to be the Customer's system of record for patient documentation.

• The Customer must provision a User account for each User; access may be granted through one or more authentication methods supported by Scriva.
• Each User account is personal and may only be used by that individual while performing work on behalf of the Customer. Account sharing is prohibited.
• The Customer is responsible for assigning and revoking access, maintaining the security of credentials, and for all activity under its accounts, and must promptly notify Scriva of any unauthorised use or security incident.

Subject to timely payment of Fees, Scriva grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, time-limited and revocable right to access and use the Service, solely for the Customer's internal professional purposes, through authorised Users and within the scope of the Subscription.

• The Customer shall not resell, sublicense, publish, distribute or commercially exploit Outputs on a standalone basis.
• The Customer shall not use the Service or Outputs to develop, train or improve a competing product, nor perform systematic extraction of content beyond ordinary use.
• The Customer shall not reverse engineer the Service (except as permitted by law), circumvent technical limitations, or use the Service in violation of law.
• The Service is not designed for life-support, emergency or other high-risk scenarios where failure could lead to death or serious injury.

Scriva aims for high availability, but the Service is provided 'as is' and 'as available'. Planned maintenance or security work may result in temporary unavailability; Scriva will provide reasonable advance notice where practicable. Standard support is published on the Scriva website, and Scriva will use commercially reasonable efforts to correct reproducible errors.

• The Service is offered on a subscription basis with automatic renewal (monthly or annual) unless terminated in accordance with this Agreement. Applicable taxes (including VAT) are added based on the Customer's billing country.
• Unless otherwise agreed, Fees are payable in advance by payment card or invoice/bank transfer; the charge date recurs on the calendar day of the first payment.
• Where invoicing is permitted, invoices are due within fourteen (14) days. Failure to pay entitles Scriva to suspend access and cancel the Subscription; reactivation may require payment of all arrears.
• Scriva uses a third-party provider for payment processing and does not store full card data. Statutory late-payment interest may accrue on overdue amounts.
• Scriva may change prices with at least thirty (30) days' prior notice; if the Customer does not agree, they may terminate before the new price takes effect.

The Subscription may impose limits (e.g. users, minutes, storage). If usage exceeds purchased limits, Scriva may charge at then-current rates or require an upgrade. To verify compliance, Scriva may review aggregate usage metrics and, where it reasonably suspects account sharing or material breach, conduct a focused audit on reasonable notice during normal business hours, suspending relevant accounts where it reasonably believes multiple persons share one User account.

• Monthly plans renew monthly and annual plans annually unless cancelled. The Customer may cancel via the Platform up to one day before renewal; access continues until the end of the paid period.
• Either party may terminate for material breach not cured within thirty (30) days of notice. Non-payment may be grounds for immediate suspension and termination.
• Upon termination, Customer access ceases and Customer Data can be exported by the Customer beforehand. Fees already paid are non-refundable unless required by mandatory law.

• Ownership. As between the parties, the Customer owns Customer Data. Scriva may process it solely to provide, secure and improve the Service and as permitted by the DPA and this Agreement.
• Retention and deletion. Generated notes and transcripts are automatically deleted after twenty-four (24) hours from the end of a consultation; administrative/account data may be retained as required for billing, security and legal obligations.
• Export. The Customer is responsible for exporting and storing notes in its professional systems within the available time window.

For Customer Data that is Personal Data, the Customer is the data controller and Scriva is the data processor. The Scriva DPA applies to all processing of Personal Data carried out by Scriva on behalf of the Customer; acceptance of these Terms also constitutes acceptance of the DPA.

Scriva processes account-related personal data as controller in accordance with its Privacy Policy. The Customer remains responsible for the lawfulness of the processing towards data subjects, including obtaining any required consent.

The Service may depend on Third-Party Services (e.g. cloud, identity providers, AI models), use of which may be subject to third-party terms the Customer must comply with. Scriva may change subcontractors at any time, provided this does not materially reduce the security or functionality of the Service.

Scriva and its licensors own all intellectual property rights in and to the Service; no rights are granted except as expressly stated in this Agreement. If the Customer or Users provide feedback or suggestions, Scriva may use them without restriction or obligation, removing personally identifiable information before any public disclosure.

Each party must keep the other's Confidential Information confidential and use it only to perform this Agreement. This obligation lasts five (5) years after termination, except for trade secrets, which remain protected for as long as they qualify as such.

• Disclaimer. Except as expressly stated, the Service is provided 'as is' and 'as available' without warranties of any kind; Scriva does not warrant uninterrupted, error-free or completely secure operation.
• Liability cap. To the extent permitted by law, each party's aggregate liability is limited to the Fees paid or payable in the twelve (12) months prior to the event giving rise to liability.
• Exclusions. Neither party excludes liability for death or personal injury caused by negligence, fraud or wilful misconduct, or where liability cannot be excluded under mandatory law. Neither party is liable for indirect, consequential, incidental, punitive or special damages, including loss of profits, business, goodwill or data.

Scriva may amend these Terms by giving at least thirty (30) days' prior notice through the Platform and/or by email. Material adverse changes to paid features will not apply before the next renewal unless the Customer expressly agrees. Continued use after the effective date constitutes acceptance, and Scriva will maintain an accessible version history.

This Agreement is governed by Italian law, without regard to conflict-of-law rules. The court of Ferrara (registered office of TP53 S.r.l.) shall have exclusive jurisdiction over any dispute.

If there is a conflict between an order and these Terms, the order prevails for the conflicting part. This Agreement is the entire agreement between the parties regarding the Service and supersedes prior agreements on the same subject.

TP53 S.r.l., Via Pomposa 153, 44123 Ferrara (FE), Italia. Support: support@tp53.com — Privacy: privacy@tp53.com.