SmartTools Trial T&Cs

1. Introduction and incorporation

1.1 These SmartTools Free Trial Terms (the "Trial Terms") govern the free SmartCredits that we, Birdie Care Services Limited (company number 10863579), give to eligible care providers who sign up to SmartTools on a Pay-for-use Plan. They form part of your agreement with us for that Pay-for-use Plan.
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1.2 In these Trial Terms, the "Terms" means our Terms and Conditions at www.birdie.care/terms/terms-and-conditions, including the Core Terms and the SmartTools Module. The "Service Schedules" means the Service Schedule for each SmartTool, published at www.birdie.care/terms/smarttools. The "DPA" means the Data Processing Agreement published at the same address. Capitalised terms not defined in these Trial Terms have the meanings given in the Terms.
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1.3 When you sign up, you enter into a Pay-for-use Plan for SmartTools under the Terms. From the moment you first use a SmartTool, the Terms (including the SmartTools Module), the Service Schedule for each SmartTool you use, the DPA, the Acceptable Use Policy and the Acceptable Partner Behaviour Policy apply to you in full, as modified by these Trial Terms. In particular, paragraph A4 of the SmartTools Module (your responsibilities when recording) applies to every Recording you make. Paragraph A7 of the SmartTools Module (fees) is modified by clause 3 for your Free Trial Credits only.
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1.4 You accept these Trial Terms and the Pay-for-use Plan by completing our sign-up form, ticking a box or clicking a button we provide, or by starting to use a SmartTool. No Order Form and no payment authorisation is needed at sign-up. The person who accepts on your behalf confirms that they are authorised to do so, and we may record their name, role, the date and time, and the version of these Trial Terms accepted.
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1.5 If these documents conflict, they take precedence in this order: (a) the DPA; (b) these Trial Terms; (c) the Service Schedules; (d) the SmartTools Module; (e) the Core Terms; (f) the Acceptable Use Policy; and (g) the Acceptable Partner Behaviour Policy.
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1.6 These Trial Terms are the separate written terms referred to in clause 2.6 of the Core Terms for the SmartTools free trial. Our general Trial Terms for pre-release software at www.birdie.care/terms/trial-terms do not apply to this trial.
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2. Definitions

"Branch" means each branch, office or other operational unit from which you deliver care. Once you are set up on the Birdie platform, each Branch usually corresponds to an agency hub in your Birdie account. Where two units hold separate registrations with the Care Quality Commission (or an equivalent regulator), they are separate Branches, and also if they have separate agency hubs in your Birdie account;
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"Free Trial" means the period for a Branch from its Trial Start Date to its Trial End Date, during which its use of SmartTools is covered by Free Trial Credits;
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"Free Trial Credits" means, for each Branch, up to three SmartCredits, measured and rounded in accordance with paragraph A7.5 of the SmartTools Module;
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"Per-Credit Rate" means £3.50 per SmartCredit (excluding VAT), being the Variable Credit Rate that applies to your Pay-for-use Plan, as revised from time to time under clause 6.6 of the Core Terms;
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"Trial Start Date" means, for each Branch, the date on which we first provision a SmartTool for that Branch under the Pay-for-use Plan, as shown in our records. It is also the start date of your Pay-for-use Plan for that Branch; and
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"Trial End Date" means, for each Branch, the earlier of (a) the date on which its Free Trial Credits are used up and (b) 60 days after its Trial Start Date.
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3. Free Trial Credits and fees

3.1 Allocation. Each eligible Branch that signs up on a Pay-for-use Plan receives a one-time allocation of Free Trial Credits. Free Trial Credits are applied automatically against that Branch's use of any Credit-Based SmartTool, in whatever combination the Branch uses them, before any SmartCredit is charged. They may not be pooled with, or transferred to, another Branch or another agency, even one under common ownership or control.
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3.2 No charge for Free Trial Credits. No Per-Credit Rate, set-up fee or other charge applies to your Free Trial Credits. From the Trial End Date, paragraph A7 of the SmartTools Module applies to your Pay-for-use Plan in full.
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3.3 Measuring use. Your use is measured across all Credit-Based SmartTools, rounded up to the nearest 0.1 of an hour, in accordance with paragraph A7.5 of the SmartTools Module. Recordings that you later delete still count towards your Free Trial Credits.
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3.4 Your data. Recordings, Transcripts, Outputs and anything you save to the Platform during the trial are Customer Data. We process them only as your processor under the DPA. Paragraph A5 of the SmartTools Module (retention and deletion) and paragraph A6 (data protection, including that we do not train AI models on your data) apply during and after the trial.
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3.5 Your responsibilities. Your obligations under clause 5 of the Core Terms and paragraph A4 of the SmartTools Module, the Acceptable Use Policy and the Acceptable Partner Behaviour Policy apply during the trial. SmartTools are provided 'as available' under paragraph A3.5 of the SmartTools Module, with no uptime commitment.
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4. End of the Free Trial and start of charging

4.1 Charging starts automatically. From the Trial End Date for a Branch, every SmartCredit that Branch uses is charged at the Per-Credit Rate and invoiced monthly in arrears under paragraph A7.6 of the SmartTools Module. Nothing else changes: your Pay-for-use Plan has been running since the Trial Start Date and continues on a rolling basis under paragraph A8.4 of the SmartTools Module until ended under that paragraph.
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4.2 Notice of the Trial End Date. The confirmation email we send to your billing contact when you sign up is your notice of how the Trial End Date is calculated and that charging will follow. We do not send a further email or in-app reminder before charging starts.
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4.3 Rate that applies. The Per-Credit Rate in force on the Trial End Date applies to use after that date, subject to later revision under clause 6.6 of the Core Terms.
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4.4 Unused Free Trial Credits. Free Trial Credits not used by the Trial End Date expire without refund or credit. They have no cash value, cannot be transferred and cannot be set against future fees.
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5. Subscription Plan

5.1 Free Trial Credits are only available on a Pay-for-use Plan. You may move to a Subscription Plan at any time, before or after the Trial End Date, by accepting an Order Form. A Subscription Plan gives you a lower Credit Price in return for a monthly Credit Commitment, usable across all Credit-Based SmartTools (paragraph A7.3 of the SmartTools Module). Contact your Customer Success Manager or support@birdie.care if you wish to discuss a Subscription Plan.
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5.2 If you move to a Subscription Plan during the Free Trial, the Free Trial ends for every Branch covered by the Order Form on the start date in that Order Form, and any unused Free Trial Credits for those Branches expire on that date under clause 4.4.
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6. Cancelling

6.1 During the Free Trial. You may cancel your Pay-for-use Plan for a Branch at any time before its Trial End Date by emailing support@birdie.care from an authorised account contact, with the subject line "Cancel SmartTools trial" and your account or sign-up reference. We will acknowledge within one business day and cancellation takes effect on our acknowledgement. No fees are payable for a cancelled Branch. The notice period in paragraph A8.4 of the SmartTools Module does not apply to a cancellation under this clause.
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6.2 After the Free Trial. From the Trial End Date, you may end your Pay-for-use Plan in accordance with paragraph A8.4 of the SmartTools Module.
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6.3 Our right to end or change the Free Trial. We may suspend or end the Free Trial, or the Pay-for-use Plan, for any Branch on reasonable notice, including where we reasonably suspect a breach of clause 7, these Trial Terms, the Terms or our policies. We may also vary or withdraw the Free Trial Credits offer for new sign-ups on reasonable notice; this does not affect a Branch whose Trial Start Date has passed.
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6.4 Effect on data. Paragraph A5.4 of the SmartTools Module (what happens to Recordings, Transcripts and Outputs when a SmartTool ends) applies on cancellation. Download anything you need before the cancellation takes effect.
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7. Eligibility and anti-abuse

7.1 New users only. Free Trial Credits are available only to a Branch that signs up on a Pay-for-use Plan and has not previously used SmartPlans. Where a Branch or an agency under common ownership or control with it has previously used SmartPlans for substantially the same operations, the Branch is not eligible.
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7.2 One trial per Branch. Each Branch may receive Free Trial Credits once.
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7.3 Our right to decline, revoke or end. We may decline a sign-up, or revoke or end a trial already started, where: (a) the Branch is not eligible under clause 7.1 or has already received Free Trial Credits; (b) the trial is used in breach of these Trial Terms, the Terms or our policies; (c) the trial is used for a purpose other than bona fide evaluation, including benchmarking, competitive analysis or developing a competing product; (d) you are insolvent or we reasonably believe you will be unable to meet the payment obligations that follow the Trial End Date; or (e) your subscription to the Birdie platform under the Terms is cancelled, terminated or expires, or either of us gives notice to end it. In the case of (e), the Free Trial and the Pay-for-use Plan for every Branch end on the date your subscription ends, and paragraph A5.4 of the SmartTools Module applies. If we revoke Free Trial Credits under (a) to (d) we may charge the Per-Credit Rate for SmartCredits already used.
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8. Liability during the trial

8.1 Clause 12 of the Core Terms and paragraph A9 of the SmartTools Module apply during the trial.
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8.2 Because no fees are paid for Free Trial Credits, our total aggregate liability for claims arising during the Free Trial is limited to the greater of (a) £1,000 and (b) the Per-Credit Rate multiplied by the SmartCredits used by the Branch concerned up to the date of the claim. This limit counts towards the overall cap in clause 12.3 of the Core Terms and is subject to clause 12.5 (liabilities that cannot be excluded). From the Trial End Date, the ordinary SmartTools cap in paragraph A9.1 of the SmartTools Module applies.
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8.3 No service levels apply to the trial and no service credits or refunds are payable for any downtime. Clause 4.9 of the Core Terms and paragraph A3 of the SmartTools Module (AI-generated outputs and human review) apply.
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9. Feedback

9.1 We may ask you for feedback during the Free Trial. Any feedback you give is subject to clause 14.4 of the Core Terms. Feedback is not a condition of receiving Free Trial Credits.
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10. Changes to these Trial Terms

10.1 We may update these Trial Terms from time to time and will give at least 14 days' notice of any material change. The version in force on a Branch's Trial Start Date applies to that Branch, unless you continue to use a SmartTool after we notify you of a change, in which case the updated version applies from its stated effective date.
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10.2 The current version is published at www.birdie.care/terms/smarttools-free-trial-terms. Earlier versions are available on request. A Branch whose trial began under the SmartPlans Free Trial Terms (version 1) continues on those terms until its Trial End Date, after which the Terms apply.
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11. Acceptance and contact

11.1 By signing up by any of the means in clause 1.4, you agree to a Pay-for-use Plan and to be bound by these Trial Terms, the Terms (including the SmartTools Module and the Service Schedule for each SmartTool you use), the Acceptable Use Policy, the Acceptable Partner Behaviour Policy and the DPA.
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11.2 Questions about the trial should go to support@birdie.care, in accordance with clause 17.1 of the Core Terms.