Trial Terms
Trial Terms and Conditions
These Trial Terms and Conditions ("Trial Terms" or “Agreement”) govern your access to and use of the Birdie trial software, product, feature or release made available or identified to you by Birdie ("Trial Software") provided by Birdie Care Services Ltd ("Birdie", "we", "us", or "our"). “You”, “your”, and “Customer” shall mean the entity on whose behalf these terms and conditions are accepted, whether by an authorised representative clicking to accept, confirming acceptance by email, or by accessing or using the Trial Software.
1. Definitions and interpretation
In these Trial Terms, capitalised terms shall have the following meanings:
1.1. "Trial Period" means the period during which you have access to the Trial Software, commencing on or shortly following the Effective Date and surviving until (i) the date falling three (3) months after the Effective Date; or (ii) such other date notified in writing to you by Birdie (which may be by email);
1.2. "Care Data" means any personal data, health data, or care-related information processed through the Trial Software;
1.3. “Effective Date” means the date on which Birdie first grants access to the Trial Software to you, which date will be communicated to you in advance by Birdie; and
1.4. "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 Trial Software.
1.5. "Controller" and "Processor" have the meanings given to those terms in the UK GDPR;
1.6. "special category personal data" means personal data falling within any of the categories listed in Article 9(1) of the UK GDPR;
1.7. "UK GDPR" has the meaning given in section 3(10), as supplemented by section 205(4), of the Data Protection Act 2018.
2. Trial software access
2.1. Subject to your agreement to and ongoing compliance with these Trial Terms, we grant you a non-perpetual, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Trial Software solely for internal business purposes during the Trial Period.
2.2. The Trial Software is provided on an invitation-only basis to selected customers for testing and feedback purposes. You shall not make the Trial Software available directly or indirectly to any third party and shall not use it for the benefit of any third party.
2.3. You acknowledge that the Trial Software is pre-release software that may contain bugs, errors, or incomplete features and is not suitable for general availability. You will maintain and continue to use your existing systems and processes as your primary means of operation throughout the Trial Period.
2.4. We may release updates and additional functionality during the Trial Period as we continue to develop and adapt the Trial Software based on testing, reviews and feedback. We do not guarantee that compatibility of your system can or will be maintained with any version of the Trial Software.
3. Payment and consideration
3.1. The Trial Software is provided to you without charge during the Trial Period in consideration of your obligations to provide Feedback as set out in clause 5. This Agreement and your access to the Trial Software shall automatically terminate at the end of the Trial Period unless both parties agree in writing to continue the arrangement.
3.2. Without prejudice to clause 13.1, your failure to provide reasonable Feedback within fourteen (14) days of our request or your failure to comply with your feedback obligations may result in termination of your access to the Trial Software at our sole discretion.
3.3. In the event that this Agreement is terminated, notwithstanding the terms of this Agreement, both parties shall be free to negotiate alternative commercial terms to apply to your continued use of the Trial Software.
4. Permitted use and restrictions
4.1. You will use the Trial Software strictly in accordance with any and all instructions and guidelines for use communicated to you by Birdie from time to time. Birdie accepts no responsibility or liability for anything that arises as a result of you or any persons authorised by you failing to comply with such instructions or guidelines.
4.2. Subject at all times to clause 4.1, you may use the Trial Software to:
(a) access and use the features and functionality made available to you as part of the Trial;
(b) evaluate the functionality and performance of the Trial Software; and
(c) provide Feedback to us regarding the Trial Software.
4.3. You must not:
(a) process any personal data through the Trial Software unless you have established a valid lawful basis for doing so and, where required, obtained all necessary consents from the relevant data subjects;
(b) replace your existing systems, processes or procedures, or otherwise rely upon the Trial Software for any production, operational or commercial purposes;
(c) use the Trial Software to process confidential, sensitive or business-critical information, or any information that you would not be comfortable being accessible to others with access to your use of the Trial Software;
(d) use the Trial Software to process live or business-critical Care Data without maintaining appropriate backup systems;
(e) use the Trial Software to process special category personal data or other commercially sensitive information without appropriate safeguards in place (including but not limited to controls over who can access such data);
(f) use the Trial Software to process important or business-critical information without maintaining appropriate backup systems;
(g) 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 Trial Software or any part of it;
(h) resell, provide, make available to, or permit use of or access to Trial Software or associated access credentials, by any third party;
(i) attempt to use or gain unauthorised access to our or to any third-party’s networks or equipment;
(j) 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;
(k) 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;
(l) 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
(m) share access credentials or permit unauthorised third parties to access the Trial Software.
5. Feedback obligations
5.1. You agree to provide regular Feedback regarding your use of the Trial Software, including but not limited to:
(a) functionality and performance observations;
(b) user experience feedback;
(c) bug reports and technical issues; and
(d) suggestions for improvements or additional features.
5.2. We may request specific Feedback through surveys, interviews, or other methods during the Trial Period.
5.3. 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. Authorised users and access rights
6.1. You are responsible for designating authorised users who may access the Trial Software on behalf of your organisation in accordance with these Trial Terms (the “Authorised Users”). You may designate and modify Authorised Users at any time through the administrative interface or by written notice to us.
6.2. You are responsible for determining appropriate access for Authorised Users and ensuring compliance with all applicable laws and regulations.
6.3. We reserve the right to suspend or terminate access to the Trial Software for any Authorised User immediately and without prior notice if we reasonably believe that such access poses a security risk, violates this Agreement, or is otherwise inappropriate. We will use reasonable efforts to notify you of any such suspension or termination.
7. Data protection and privacy
7.1. During the term of this Agreement, processing of data through the Trial Software is subject to our Privacy Notice (available at https://www.birdie.care/terms/privacy-notice) and DPA available at https://www.birdie.care/dpa or such other DPA as notified to you by Birdie in accordance with the use of the Trial Software.
7.2. You acknowledge that the Trial Software is pre-release and may produce incomplete or inaccurate results, and you agree to:
(a) review all outputs for accuracy before relying on them; and
(b) implement appropriate safeguards when processing sensitive data; and
(c) maintain backup copies of source data and original records where applicable.
7.3. You acknowledge and agree that we may collect, retain and use usage data, telemetry and analytics regarding your use of the Trial Software, on a perpetual, irrevocable and royalty-free basis, for the purposes of operating, evaluating, developing and improving the Trial Software and our related products and services (including training machine-learning models). To the extent such information includes personal data, it shall be processed in accordance with the Data Processing Agreement between the parties. Any such information, together with all insights, analytics and improvements derived from it, shall be deemed to be our confidential and proprietary information and is owned exclusively by us. This clause shall survive termination or expiry of these terms.
7.4. In respect of the use of Care Data and other personal data to train, develop and improve our artificial intelligence and machine learning models, we act as an independent Controller. You warrant that you have provided all necessary privacy information to, and where required obtained all necessary consents from, the relevant data subjects, and that you have a valid lawful basis (including, for special category data, a condition under Article 9 of the UK GDPR) enabling us to carry out that processing as a Controller. This applies notwithstanding any statement in these Trial Terms or the Data Processing Agreement that such processing is carried out by us as a Processor.
8. Intellectual property
8.1. All intellectual property rights in the Trial Software remain our exclusive property.
8.2. 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 Trial Software.
8.3. We may use, modify, and incorporate your Feedback into future versions of our software without attribution or compensation.
8.4. Nothing in this Agreement entitles you to receive source code for any part of the Trial Software.
8.5. You must not permit any person other than designated Authorised Users to access or use the Trial Software or share access credentials with any unauthorised third parties.
9. Warranties and disclaimers
9.1. The Trial Software is provided "AS IS" and "AS AVAILABLE" without warranties of any kind.
9.2. We specifically disclaim all warranties regarding:
(a) the accuracy or completeness of any outputs generated by the Trial Software;
(b) uninterrupted or error-free operation;
(c) fitness for any particular purpose; and
(d) compliance with regulatory requirements specific to your use case.
9.3. You shall have sole responsibility for adequate protection and backup of your data or equipment used in connection with the Trial Software and you shall not claim against Birdie for lost data, re-run time, inaccurate input, work delays, lost profits or errors, inaccuracies, omissions or incorrect information resulting from the use of the Trial Software.
9.4. You acknowledge that the Trial Software may produce inaccurate or incomplete results and agree to implement appropriate verification procedures before relying on any output.
10. No service level commitments
10.1. Birdie does not provide any service level commitments, warranties, representations, or guarantees in relation to:
(a) the uptime or availability of the Trial Software;
(b) the response times for customer service or technical support requests; or
(c) the continuity, reliability, or performance of the Trial Software.
10.2. You acknowledge and agree that the Trial Software may be subject to interruptions, delays, downtime, or discontinuation at any time without notice or liability to Birdie.
10.3. For the avoidance of doubt, any information provided in marketing materials, promotional content, advertisements, how-to guides, user manuals, instructional documentation, training materials, webinars, educational resources, or any other written or oral communications (whether communicated before, on, or after the date of this Agreement) is provided for informational purposes only and does not constitute a binding service level commitment unless expressly incorporated into this Agreement in writing and signed by both parties.
10.4. This clause 10 should be read in conjunction with the warranties and disclaimers set out in clause 9 of these Trial Terms.
11. Limitation of liability
11.1. Nothing in this Agreement limits or excludes either party’s liability for (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by applicable law.
11.2. Our liability in connection with the Trial Software shall be limited to the fullest extent permitted by law.
11.3. 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 Trial Software or for any loss or claim by you based on a third party claim.
11.4. Our total liability shall not exceed £100 in aggregate for all claims arising during the Trial Period.
11.5. Notwithstanding the limit set out above, our total aggregate liability for all claims arising from any breach of our data protection obligations under this Agreement (including the Data Processing Agreement) shall not exceed £1,000 during the Trial Period.
11.6. The parties acknowledge and agree that the limitations and exclusions in this clause 11 are reasonable having regard to the fact that the Trial Software is provided free of charge, on a pre-release basis and for testing and evaluation only, that no fees are payable, and that the parties have had the opportunity to consider these terms before accepting them.
12. Confidentiality
12.1. The existence of this Agreement, the Trial 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.
12.2. You agree to:
(a) Keep these Trial Terms confidential;
(b) Not disclose the Trial Software to any third parties without our prior written consent; and
(c) 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.
13. Termination
13.1. We may terminate your access to the Trial Software at any time with or without notice.
13.2. You may terminate your participation by ceasing to use the Trial Software and notifying us in writing.
13.3. Upon termination:
(a) Your licence to use the Trial Software shall immediately cease;
(b) You must cease all use of the Trial Software; and
(c) Provisions relating to confidentiality, intellectual property, limitations of liability and regulatory compliance shall survive.
14. Regulatory compliance
14.1. You acknowledge that care sector and other sector-specific regulations may apply to your use of the Trial Software.
14.2. You are solely responsible for ensuring compliance with all applicable laws and regulations, including but not limited to:
(a) Data protection laws (including UK GDPR);
(b) Care sector specific regulations; and
(c) Professional standards and codes of conduct.
14.3. We make no representations regarding regulatory compliance of the Trial Software for your specific use case.
15. Technical support
15.1. We shall have no obligation to support or provide support services to you relating to the Trial 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 Trial Software, but we are under no obligation to do so. Any such updates, enhancements and/or modifications to the Trial Software shall be subject to these Trial Terms.
15.2. To the extent support is provided, we may prioritise support requests based on their relevance to the Trial testing objectives.
16. Trial software design and commercial availability
16.1. The Trial 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 of the Trial Software may be changed 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 Trial Software that may become generally available from us. We reserve the right to withdraw any Trial Software and never release it as a commercial product.
16.2. Our plans to market the Trial 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 Trial Software or any of its components.
16.3. If and when a commercially released version of the Trial Software becomes available, any use by you shall be subject to a separate written agreement between us and you and also subject to your payment to us of the applicable fees.
17. Variation of terms
17.1. We reserve the right to update, modify, or replace these Trial Terms at any time at our sole discretion to reflect changes in our services, legal requirements, or business practices.
17.2. For material changes that affect your rights or obligations under this agreement, we will provide you with seven (7) days prior written notice by email to your registered email address or through prominent notice within the Trial Software interface.
17.3. If you do not agree to any material changes to these Trial Terms, your sole remedy is to discontinue use of the Trial Software and terminate this agreement. We may also terminate this agreement immediately if you do not accept material changes within the notice period.
17.4. Your continued access to or use of the Trial Software following the posting or notification of any changes to these Trial Terms constitutes your acceptance of such changes. If you continue to use the Trial Software after changes become effective, you will be deemed to have agreed to the modified terms.
17.5. Minor administrative changes, such as corrections of typographical errors, contact information updates, or clarifications that do not materially affect your rights or obligations, may be made without prior notice. Such changes will be effective immediately upon posting.
18. General provisions
18.1. If any provision of these Trial Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
18.2. Our failure to enforce any provision shall not constitute a waiver of our rights.
18.3. These Trial Terms, together with any documents referred to herein, constitute the entire agreement between the parties and supersede all prior agreements, understandings, and arrangements between the parties relating to the Trial Software, whether oral or written. Each party acknowledges that it has not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of the other party which is not set out in these Trial Terms.
18.4. This Agreement relates only to the Trial Software. It does not vary, replace or supersede any other agreement between you and Birdie, including any existing Birdie subscription or services agreement, which continues in full force and effect.
18.5. You may not assign, transfer, sub-contract, or otherwise deal with any or all of your rights and obligations under this agreement without our prior written consent. We may assign, transfer, or otherwise deal with any or all of our rights and obligations under this agreement without restriction.
18.6. No person other than a party to these Trial Terms shall have any right to enforce any term of these Trial Terms pursuant to the Contracts (Rights of Third Parties) Act 1999.
18.7. These Trial Terms shall be governed by and construed in accordance with English law. The courts of England and Wales shall have exclusive jurisdiction over any disputes arising from these Trial Terms.
19. AI-generated outputs
19.1. This clause 19 applies where the Trial Software includes artificial intelligence or machine learning functionality, including where it generates, transcribes, summarises, drafts, classifies or predicts content (“AI Outputs”).
19.2. You acknowledge that AI Outputs are probabilistic, may be inaccurate, incomplete, out of date, biased or misleading, and may vary between users and over time.
19.3. You must not rely on any AI Output as the sole basis for any care, clinical, safeguarding, operational, employment or other decision, and you remain responsible for exercising professional judgement and for reviewing and, where appropriate, correcting AI Outputs before relying on them.
19.4. You must maintain your existing systems, records and processes as the authoritative source of record throughout the Trial Period, and must not use AI Outputs as a substitute for any record you are required to keep by law or by your regulator.
19.5. Where the Trial Software processes personal data using AI, you are responsible for establishing an appropriate lawful basis, for completing any required data protection impact assessment, and for providing any transparency information required to be given to data subjects.
19.6. You acknowledge that we may use your inputs, prompts and AI Outputs, together with related usage data, to operate, evaluate, develop and improve the Trial Software and our related products and services (including to build test and evaluation sets and to develop and improve machine learning models), on the basis that, where this involves training our machine learning models on personal data, we act as an independent Controller for that purpose as set out in the data protection provisions of these Trial Terms.
By accessing or using the Trial Software, you acknowledge that you have read, understood, and agree to be bound by these Trial Terms.
Acceptance. These Trial Terms are accepted online and no signature is required. By clicking to accept, by confirming acceptance by email, or by accessing or using the Trial Software, the individual accepting confirms that they are authorised to bind the Customer, and the Customer agrees to be bound by these Trial Terms, including the Data Processing Agreement as referenced herein. Birdie will keep a record of the Customer name, the name and role of the individual accepting, the version of these Trial Terms accepted, and the date and time of acceptance.
