Terms of Service / End-User Licence Agreement
These Terms of Service ("Terms") govern your access to and use of the products and services provided by OUI Technologies (SMC-Private) Limited ("OUI", "we", "us"), including the RadDictate and RadScribe applications, websites, browser extensions, and desktop applications; RadTranscribe and other batch or departmental transcription tools; locally-installed / offline transcription products (including products based on OUI's offline speech-recognition technology); and any related software, updates, documentation, and services OUI makes available now or in the future (together, the "Service"). By creating an account, clicking "Accept", installing or using any OUI software, or using the Service, you agree to these Terms, the Privacy & Data-Processing Notice, the Acceptable Use Policy ("AUP"), and the Clinical Use & Safety Disclaimer (together, the "Agreement"). If you do not agree, do not use the Service.
1. Definitions
- "User", "you" — the individual healthcare professional accepting this Agreement.
- "Institution" — a hospital, clinic, or other organisation on whose behalf a User may act, where applicable.
- "Content" — audio dictations, transcripts, reports, templates, and other material you submit to or generate using the Service.
- "Patient Data" — any Content that identifies or could reasonably identify a patient.
- "Output" — transcriptions, formatted reports, and other results the Service returns.
- "Software" — any OUI application installed or run on your device (including desktop applications, browser extensions, mobile applications, and offline/locally-installed products), whether provided with or without a cloud subscription.
- "Plan" — the product tier, trial, or subscription applicable to your account, as described at purchase, on OUI's pricing page, or in an Order.
- "Order" — any order form, quotation, invoice, licence certificate, or other written or electronic agreement between OUI and you or your Institution specifying products, quantities, prices, limits, support, or other commercial terms.
2. Eligibility and authority
You represent and warrant that you: (a) are a licensed or qualified healthcare professional, or are otherwise authorised to use a clinical documentation tool; (b) are at least 18 years old and have legal capacity to enter this Agreement; (c) will use the Service in compliance with all laws and professional obligations applicable to you; and (d) where you use the Service in connection with an Institution, you are authorised by that Institution to do so and to handle any Patient Data as you do.
3. Licence
Subject to this Agreement, OUI grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to use the Service for your own professional clinical-documentation purposes. OUI reserves all rights not expressly granted.
- Software licence models. Software may be licensed on different models as specified at purchase or in an Order, including: (a) subscription-linked — usable only while your Plan or subscription is active, and the Software may verify your entitlement (including by periodic online checks) and stop functioning when it lapses; (b) fixed-term; or (c) one-time / standalone — a licence to the version purchased (and any updates OUI chooses to include), for the number of seats or devices purchased. Unless the Order says otherwise, a standalone licence does not include updates, new versions, cloud features, or support.
- Activation and verification. Software may use licence keys, device activation, or account sign-in to enforce entitlements; circumventing them is a breach of the AUP.
- Per-Order variation. The products, features, limits, seat counts, support level, and availability applicable to you or your Institution may be set, varied, or restricted by the applicable Plan or Order.
3A. Products, plans, and Orders
The Service comprises multiple products whose features, quotas, availability, support, and pricing differ by product, Plan, region, and Order, and which OUI may package, rename, add, or retire over time (Section 5). Where you or your Institution have an Order with OUI, the Order's terms apply in addition to this Agreement and, in case of direct conflict on commercial terms (price, quantities, limits, support, term), the Order controls. Nothing in any Order reduces your obligations under the AUP, the Clinical Use & Safety Disclaimer, or Sections 7–8 unless OUI expressly agrees in writing.
4. Accounts and security
You are responsible for your credentials and for all activity under your account, whether or not authorised by you. Accounts are personal to you: do not share accounts or credentials. Your account or plan may limit the number and type of devices that can use the Service at the same time; we may enforce those limits technically, including by signing out or deactivating devices over the limit. Notify us promptly at info@ouitech.net of any suspected unauthorised use. We may require identity or authorisation verification at any time.
5. Trial / Beta status; fair usage; service changes
The Service may be provided on a free-trial, pilot, or beta basis. It may be incomplete, change, or be withdrawn, and is provided without any service-level commitment or warranty of availability. Trial and beta access is provided free of charge and without refunds or credits of any kind. A trial includes the usage allowance and duration stated at sign-up or on the pricing page; unused trial allowance expires at the end of the trial, has no cash value, and does not carry over to a paid Plan. OUI may change the allowance offered to new trials at any time.
- Fair usage and quotas. Your use is subject to the fair-usage rules in the AUP and to the usage limits applicable to your account or plan (for example monthly dictation minutes or request counts, per-client device limits, and rate limits). **We may set, change, or remove quotas, rate limits, and device limits at any time at our discretion**, including to protect service integrity, ensure fair allocation of capacity, prevent abuse or account sharing, or reflect the plan you are on. Where a change materially reduces the limits of a paid plan mid-term, we will give reasonable notice.
- Illustrative report counts. Where a plan, trial, or marketing page describes an allowance as an approximate number of reports (for example routine studies, complex cross-sectional studies, or template-based reports), those figures are **illustrative estimates only, based on assumed average dictation lengths. Metering is by the stated unit (for example dictation minutes)**, actual report counts depend on your dictation style and length, and OUI may revise the illustrations and assumed equivalences at any time. Illustrations do not enlarge or guarantee any allowance.
- Service changes. We may add, modify, limit, throttle, suspend, or discontinue any feature or the Service (in whole or in part) at any time at our discretion. To the maximum extent permitted by law, we are not liable to you for any such modification, suspension, or discontinuation; for a discontinued paid service, unused pre-paid fees will be refunded pro-rata where required by law.
- Operational settings — quotas, rate limits, device limits, and feature availability — are not amendments to the Agreement and may change at any time under this Section 5 without the re-acceptance process in Section 16.
- Underlying technology. OUI may change the models, providers, infrastructure, and other technology used to deliver the Service at any time, provided the protections described in the Privacy Notice are maintained in all material respects.
5A. Support and updates
Unless your Plan or Order says otherwise: (a) support is provided on a reasonable-efforts basis with no response-time commitment, via the contact channels OUI publishes; (b) OUI may offer paid support tiers, whose scope and term are as described in the applicable Plan or Order; (c) standalone Software sold without a support plan is provided without any support or updates; (d) updates, upgrades, and new versions are provided at OUI's discretion and may require an active subscription or support plan; and (e) OUI may declare end of life for a product or version on reasonable notice, after which support and updates cease (for a locally-installed standalone licence, the Software you have installed continues to function as-is to the extent it does not depend on OUI's cloud services).
6. Acceptable use
Your use is subject to the AUP, which is incorporated by reference. Breach of the AUP is a material breach of this Agreement.
7. Patient Data — de-identified use only, unless authorised in writing
The cloud Service is for de-identified use. You must not input Patient Data containing direct patient identifiers (for example a name, medical-record number, national ID, or contact details) into the cloud Service. Encrypting a report or label on your device does not make identifiable input permitted. The only exception is identifiable processing that OUI has expressly authorised in a signed written agreement — an Identifiable Use Addendum with you as an independent professional, or an MSA/DPA with the controlling Institution — and then only within the product and scope that agreement names (currently the RadTranscribe batch product only). No in-product notice, checkbox, or setting authorises identifiable use. You are solely responsible for the lawfulness of the Content you input. See the AUP and the Privacy Notice.
8. Clinical responsibility
The Service is a documentation aid only. As set out in the Clinical Use & Safety Disclaimer, you must independently review and verify all Output before any clinical use, and you remain the responsible professional for every report. The Service is not a medical device and does not provide diagnosis or clinical advice.
9. Intellectual property
- Your Content. As between you and OUI, you (or your Institution/patients, as applicable) retain ownership of your Content. You grant OUI a limited, worldwide licence to host, process, transmit, and display your Content solely to provide and support the Service.
- No training without consent. OUI will not use identifiable Content to train or improve models without your separate, explicit opt-in. OUI's AI sub-processor does not train its models on the Content (see Privacy Notice).
- OUI IP. OUI owns all rights in the Service, software, models integration, and templates we provide. You may not copy, modify, reverse-engineer, or create derivative works except as permitted by law.
10. Fees
The Service may be free during a trial and chargeable thereafter. Fees may be structured as subscriptions (periodic), one-time licence fees, per-seat or per-device fees, usage-based fees, or support fees, or a combination, as described at purchase, on OUI's pricing page, or in an Order. Any fees, billing terms, and taxes will be as notified to you before they apply. OUI may change prices and plan definitions from time to time; for an active subscription, a price change takes effect from your next renewal after notice, and for Orders as the Order provides. Where a price is stated to be inclusive of taxes (OUI's published subscription prices are so stated), the stated amount is what you pay; otherwise fees are exclusive of taxes and you are responsible for applicable taxes and payment charges.
11. Confidentiality
Each party will protect the other's non-public information. This does not limit OUI's data obligations under the Privacy Notice.
12. Disclaimer of warranties
THE SERVICE AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, or non-infringement, to the maximum extent permitted by law. OUI does not warrant that Output will be accurate, complete, or error-free, or that the Service will be uninterrupted or secure.
13. Limitation of liability
To the maximum extent permitted by law: (a) OUI will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, data, or goodwill; and (b) OUI's total aggregate liability arising out of or relating to the Agreement will not exceed the total fees you paid to OUI in the twelve (12) months before the claim. Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, for fraud, or as otherwise required by applicable Pakistani law. The allocation of risk in this Agreement (including Sections 8, 12–14) reflects the price and nature of the Service and your responsibility to verify Output.
14. Indemnity
You will indemnify, defend, and hold OUI (and its officers, employees, and agents) harmless from all claims, losses, damages, liabilities, and costs (including reasonable legal fees) arising from: (a) your Content; (b) your input of Patient Data without the legal right to do so; (c) your breach of the Agreement or the AUP (including account sharing); (d) your clinical use of, or reliance on, Output; or (e) your violation of any law or third-party right.
15. Suspension, limitation, and termination
We may suspend, restrict, or terminate your access — or limit your account (for example by reducing quotas, disabling features, or deactivating devices) — at any time, with or without notice, at our discretion, where we reasonably consider it appropriate, including for: breach or suspected breach of the Agreement or the AUP (including account or credential sharing and exceeding fair usage); suspected unlawful use; security risk; risk of harm to OUI, other users, or any third party; unpaid fees; a requirement of law or of a competent authority; or discontinuation of the Service. To the maximum extent permitted by law, we are not liable to you for any suspension, limitation, or termination under this Section, and no refund or credit is due for periods of suspension arising from your breach. You may stop using the Service at any time. On termination, the licence ends; Sections that by their nature survive (including 7–9, 12–14, 17) survive. Data handling on termination is described in the Privacy Notice.
16. Changes to the Terms
We may update the Agreement. For material changes we will require you to re-accept before continued use; lesser changes may be notified in-product. The version you accepted, and the date, are recorded. Continued use after a non-material update constitutes acceptance of it.
17. Governing law and disputes
This Agreement is governed by the laws of the Islamic Republic of Pakistan. The courts at Lahore, Punjab have exclusive jurisdiction.
18. Electronic acceptance
You agree that clicking "Accept" (or equivalent affirmative action) constitutes a valid, binding electronic signature and acceptance under the Electronic Transactions Ordinance 2002 and other applicable Pakistani law, and that the records OUI keeps of your acceptance are admissible evidence of it.
19. General
Entire agreement; no waiver by delay; severability (invalid terms are limited or severed, the rest stays in force); you may not assign without our consent, we may assign to an affiliate or successor; notices to you may be given in-product or by email; neither party is liable for events beyond its reasonable control (force majeure).
20. Contact
OUI Technologies (SMC-Private) Limited, House No. 286, Street 2, Block XX, Phase 3, DHA Lahore, Punjab, Pakistan · info@ouitech.net.
OUI Technologies (SMC-Private) Limited · Company reg. no. 0346192 · House No. 286, Street 2, Block XX, Phase 3, DHA Lahore, Punjab, Pakistan · +92 371 3314155 · info@ouitech.net