SmartPlan Beta

SmartPlan Beta Trial Terms and Conditions

These SmartPlan Terms and Conditions ("SmartPlan Terms") govern your access to and use of the SmartPlan software ("SmartPlan Software") provided by Birdie Care Services Ltd ("Birdie", "we", "us", or "our"). These SmartPlan Terms are supplemental to and form part of our standard Terms and Conditions available at https://www.birdie.care/terms/terms-and-conditions ("Standard Terms"). Capitalised terms used herein but not otherwise defined have the meanings given to such terms in the Standard Terms.

1. DEFINITIONS AND INTERPRETATION
   
   1. In these SmartPlan Terms, capitalised terms not otherwise defined shall have the meanings given in the Standard Terms.
   2. “Additional Hours” means the number of SmartPlan Hours used per calendar month in excess of the Minimum Subscription.
   3. "Care Data" means any personal data, health data, or care-related information processed through the SmartPlan Software.
   4. "Feedback" means any suggestions, ideas, enhancement requests, recommendations, or other feedback provided by you or otherwise obtained by us relating to your use of the SmartPlan Software.
   5. “Minimum Subscription” is the minimum number of SmartPlan Hours that you will be charged for each month in your Subscription Fee, as set out in your order form or otherwise agreed with us in writing. 
   6. “Order Form” means the order form signed by you in relation to your use of the SmartPlan Software, and any renewal from time to time (including where such renewal details are confirmed on email or otherwise in writing).
   7. “SmartPlan Hours” means the total number of hours where the SmartPlan Software has been used in a calendar month, rounded up to the nearest whole hour (for example, if you use 10 hours and 1 minute, this will be rounded up to 11 hours).
   8. "Subscription Period" means the period during which you have access to the SmartPlan Software, commencing on the Effective Date and surviving until termination of this agreement in accordance with these SmartPlan Terms.
2. BETA SOFTWARE ACCESS
   
   1. Subject to your agreement to and ongoing compliance with these SmartPlan Terms, we grant you a non-perpetual, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the SmartPlan Software solely for internal business purposes during the Subscription Period.
   2. The SmartPlan Software is provided on an invitation-only basis to selected customers for testing and feedback purposes. You shall not make the SmartPlan Software available directly or indirectly to any third party and shall not use it for the benefit of any third party.
   3. You acknowledge that the SmartPlan Software is pre-release software that may contain bugs, errors, or incomplete features and is not suitable for general availability.
3. PERMITTED USE AND RESTRICTIONS
   
   1. You may use the SmartPlan Software only to:
      
      1. Create AI-generated transcriptions and summarisations into Birdie care plans;
      2. Evaluate the functionality and performance of the SmartPlan Software; and
      3. Provide Feedback to us regarding the SmartPlan Software.
   2. You must not:
      
      1. rely upon the SmartPlan Software for any production or commercial purposes without independently verifying the content that it creates;
      2. process live or critical Care Data without being satisfied that you have appropriate backup systems in place;
      3. translate, localize, reverse engineer, decompile, disassemble, modify, adapt, rent, lease, loan, create or prepare derivative works based upon or attempt to derive the source code of the SmartPlan Software or any part of it;
      4. resell, provide, make available to, or permit use of or access to SmartPlan Software or associated access credentials, by any third party;
      5. attempt to use or gain unauthorised access to our or to any third-party’s networks or equipment; 
      6. attempt to probe, scan or test the vulnerability of any of our services, or a system, account or network of ours or any of our partners or suppliers; 
      7. engage in fraudulent, offensive or illegal activity or intentionally engage in any activity that infringes the intellectual property rights or privacy rights of any individual or third party or transmit through any of our services any data or information without the legal right to do so; 
      8. restrict, or knowingly inhibit, interfere or attempt to interfere with the ability of any other person, regardless of purpose or intent, to use or enjoy any of our services or a user’s network, or cause a performance degradation to any facilities used to provide any of our services; or
      9. share access credentials or permit unauthorised third parties to access the SmartPlan Software.
4. FEES
   
   1. Fees apply for your use of the SmartPlan Software during the Subscription Term as set out in your SmartPlan Order Form, which are subject to the relevant terms of the Standard Terms relating to fees and payments.
   2. Notwithstanding clause 3.1 of the Standard Terms, for the SmartPlan Software the Subscription Fees shall be based on the number of SmartPlan Hours utilised per month, rounded up to the nearest whole hour. For the avoidance of doubt, if the number of SmartPlan Hours exceeds the Minimum Subscription, you will also be charged for those Additional Hours. Additional Hours will be charged at the end of each month regardless of the agreed billing frequency for your Subscription Fee.
   3. Unless otherwise stated in the SmartPlan Order Form, all Fees are subject to an annual increase to reflect Retail Price Index (RPI) inflation. Such an increase shall be applicable to all Fees and shall be calculated to reflect the percentage increase (if any) in the RPI during the most recent 12 month period for which RPI data has been published. For the avoidance of doubt, this will not operate to reduce any Fees to the extent the RPI percentage has decreased, and each increase applies to the then‑current Fees and is compounding.
5. FEEDBACK OBLIGATIONS
   
   1. You agree to provide regular Feedback regarding your use of the SmartPlan Software, including but not limited to:
      
      1. Functionality and performance observations;
      2. User experience feedback;
      3. Bug reports and technical issues; and
      4. Suggestions for improvements or additional features.
   2. We may request specific Feedback through surveys, interviews, or other methods during the term of this Agreement.
   3. All Feedback provided by you shall be deemed our confidential information and intellectual property and shall be usable by us without any restriction or obligation to you.
6. DATA PROTECTION AND PRIVACY
   
   1. Processing of Care Data through the SmartPlan Software is subject to our Privacy Notice and DPA (including appendices).
   2. You acknowledge that AI transcription may result in inaccuracies and agree to:
      
      1. Review all transcriptions and summarisations for accuracy before relying on them; and
      2. Implement appropriate safeguards when processing sensitive Care Data; and
      3. Maintain backup copies of original recordings where applicable.
   3. We may collect usage data and analytics regarding your use of the SmartPlan Software for development and improvement purposes and Care Data for evaluation purposes and product development and improvement. By using the SmartPlan Software you consent to this use. You agree that any such information shall be deemed to be our confidential and proprietary information.
7. INTELLECTUAL PROPERTY
   
   1. All intellectual property rights in the SmartPlan Software remain our exclusive property.
   2. You hereby assign to us all rights, title, and interest in any Feedback provided, including any intellectual property rights therein. You will not represent or assert any ownership interest in the SmartPlan Software or any part of it.
   3. We may use, modify, and incorporate your Feedback into future versions of our software without attribution or compensation. 
   4. Nothing in this Agreement entitles you to receive source code for any part of the SmartPlan Software.
8. WARRANTIES AND DISCLAIMERS
   
   1. The SmartPlan Software is provided "AS IS" and "AS AVAILABLE" without warranties of any kind.
   2. We specifically disclaim all warranties regarding:
      
      1. Accuracy or completeness of AI-generated transcriptions; 
      2. Uninterrupted or error-free operation;
      3. Fitness for any particular purpose; and
      4. Compliance with regulatory requirements specific to your use case.
   3. You shall have sole responsibility for adequate protection and backup of your data or equipment used in connection with the SmartPlan Software and you shall not claim against us for, amongst other things, lost data, re-run time, inaccurate input, work delays or lost profits resulting from the use of the SmartPlan Software.
   4. You acknowledge that AI transcription technology may produce inaccurate results and agree to implement appropriate verification procedures.
   5. To the extent that your underlying Agreement with us contains any service level agreements or uptime comments, you understand and agree that these will not apply to the SmartPlan Software. 
9. LIMITATION OF LIABILITY
   
   1. Our liability in connection with the SmartPlan Software shall be limited to the fullest extent permitted by law.
   2. We shall not be liable for any loss of profits, loss of data, loss of savings, or for any indirect, consequential, special, or punitive damages arising from your use of the SmartPlan Software or for any loss or claim by you based on a third party claim.
   3. Our total liability shall not exceed £1,000 in aggregate for all claims arising during the Subscription Period.
10. CONFIDENTIALITY
    
    1. The existence of this Agreement, the SmartPlan Software, Feedback, any software source code, object code, documentation and any proprietary tools, proprietary knowledge or proprietary methodologies disclosed by us to you under this Agreement constitute our confidential information.
    2. You agree to:
       
       1. Keep these SmartPlan Terms confidential;
       2. Not disclose the SmartPlan Software to any third parties without our prior written consent; and
       3. Use the same degree of care to protect our confidential information as you use for your own confidential information, but not less than reasonable care.
11. TERMINATION
    
    1. We may terminate your access to the SmartPlan Software at any time with or without notice.
    2. You may terminate your participation by ceasing to use the SmartPlan Software and notifying us in writing.
    3. Upon termination:
       
       1. Your licence to use the SmartPlan Software shall immediately cease;
       2. You must cease all use of the SmartPlan Software; and
       3. Provisions relating to confidentiality, intellectual property, and limitations of liability shall survive.
12. COMPLIANCE WITH STANDARD TERMS
    
    1. These SmartPlan Terms supplement and do not replace the Standard Terms.
    2. In case of conflict between these SmartPlan Terms and the Standard Terms, these SmartPlan Terms shall prevail with respect to the SmartPlan Software only.
    3. All other provisions of the Standard Terms continue to apply to your use of our other services.
13. REGULATORY COMPLIANCE
    
    1. You acknowledge that care sector regulations may apply to your use of transcription services.
    2. You are solely responsible for ensuring compliance with all applicable laws and regulations, including but not limited to:
       
       1. Data protection laws (including UK GDPR);
       2. Care sector specific regulations; and
       3. Professional standards and codes of conduct.
    3. We make no representations regarding regulatory compliance of the SmartPlan Software for your specific use case.
14. TECHNICAL SUPPORT
    
    1. We shall have no obligation to support or provide support services to you relating to the SmartPlan Software. We may, however, make such services available to you at our sole discretion, including from time to time making available updates, enhancements and/or modifications to the SmartPlan Software, but we are under no obligation to do so. Any such updates, enhancements and/or modifications to the SmartPlan Software shall be subject to the terms and conditions of this Agreement. 
    2. To the extent support is provided, we may prioritise support requests based on their relevance to the SmartPlan Software Beta Trial testing objectives.
15. SMARTPLAN DESIGN AND COMMERCIAL AVAILABILITY
    
    1. The SmartPlan Software is a pre-release of a Birdie product that is not generally available for distribution at the time it is shipped to you and is intended to be supplemental to, and not in replacement of, your usual systems or processes for capturing and recording the data stored within it. The design or functionality of the SmartPlan Software may be changed one or more times prior to general availability from us without notice, and we do not guarantee that compatibility of your system can or will be maintained with versions of the SmartPlan Software that may become generally available from us. We reserve the right to withdraw any SmartPlan Software and never release it as a commercial product.
    2. Our plans to market the SmartPlan Software are subject solely to our internal business and technical reviews. Nothing in this Agreement shall be deemed to convey to you any right or license to use a commercially released version of the SmartPlan Software or any of its components. 
16. GOVERNING LAW AND JURISDICTION
    
    1. These SmartPlan Terms shall be governed by and construed in accordance with English law.
    2. The courts of England shall have exclusive jurisdiction over any disputes arising from these SmartPlan Terms.
17. GENERAL PROVISIONS
    
    1. These SmartPlan Terms may be updated by us from time to time with notice to you.
    2. If any provision of these SmartPlan Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
    3. Our failure to enforce any provision shall not constitute a waiver of our rights.

By accessing or using the SmartPlan Software, you acknowledge that you have read, understood, and agree to be bound by these SmartPlan Terms.

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Last Updated: 20 November 2025

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