These Terms of Service form a legally binding agreement between Vantis Strategies LLC, a Wyoming limited liability company doing business as nuemed, and the clinic, practice, company or other business identified during registration or in an order form. These Terms govern access to and use of the nuemed website, clinic management platform, applications, integrations, support and related services.
By creating an account, signing an order form, clicking to accept these Terms or using the service, the customer confirms that it has read, understood and agreed to these Terms. If a person accepts these Terms for an organisation, that person represents that they have authority to bind it.
1. Business service and eligibility
nuemed is supplied only to clinics, practices, practitioners and other business customers for professional use. It is not offered directly to consumers or patients. Patients may interact with clinic-controlled booking pages, forms, payment links and communications, but do not become nuemed customers or account holders.
The customer must be legally capable of entering into this agreement and must provide complete, current and accurate registration, billing and business information. We may request reasonable evidence of identity, authority, professional status or business registration before activating or continuing an account.
2. United States healthcare restriction
nuemed is not currently offered to healthcare providers established in the United States or to organisations that are covered entities or business associates under the US Health Insurance Portability and Accountability Act and its implementing regulations, commonly known as HIPAA.
The customer must not use the service to create, receive, maintain or transmit protected health information regulated by HIPAA. These Terms and the Data Processing Addendum are not a business associate agreement. We may refuse registration or suspend or terminate an account if we reasonably believe that its use would subject nuemed to HIPAA or breach this restriction.
3. Account administration and authorised users
The customer controls its account and determines which staff members, practitioners and contractors are authorised users. The customer is responsible for assigning appropriate roles and permissions, reviewing access regularly and removing access promptly when it is no longer required.
Login credentials are personal and must not be shared. The customer must maintain reasonable security practices, protect devices and credentials, and notify us promptly at legal@nuemed.io if it suspects unauthorised access, credential compromise or misuse.
The customer is responsible for activity performed through its account and authorised users, except to the extent directly caused by our breach of these Terms. We may rely on instructions submitted through an authenticated account as authorised instructions from the customer.
4. Orders, subscriptions and renewal
The applicable plan, subscription period, included features, usage limits, transaction charges and price are set out on the Pricing page, during checkout or in an order form. If an order form conflicts with these Terms, the order form controls only for the specific commercial term it expressly changes.
Subscriptions are billed monthly or annually in advance and renew automatically for the same subscription period unless cancelled before the renewal date. Cancellation takes effect at the end of the current paid period, and access ordinarily continues until that date.
A customer may request a no-questions-asked refund within seven days after its first subscription purchase. This initial refund does not apply to renewals, transaction charges, third-party charges or later purchases. Other refunds are provided only where required by applicable law or expressly agreed in writing.
5. Fees, taxes and payment
The customer authorises nuemed and its payment provider to charge all subscription fees, transaction charges and applicable taxes using the selected payment method. Except where stated otherwise, fees are quoted exclusive of sales, use, value-added, withholding and similar taxes.
The customer is responsible for taxes imposed on its purchase or use of the service, excluding taxes based on our net income. If law requires the customer to withhold an amount, the customer must provide valid documentation and, unless prohibited by law, ensure that we receive the amount we would have received without the withholding.
Payment-provider, acquiring-bank, card-network and currency-conversion charges may apply separately. A failed or overdue payment may result in restricted functionality or suspension after reasonable notice. The customer remains responsible for amounts accrued before cancellation, suspension or termination.
6. Price and plan changes
We will provide at least three months' notice before increasing an existing customer's recurring subscription price. The new price takes effect on the first renewal after the notice period. The customer may cancel before that renewal if it does not accept the change.
We may introduce new plans, optional modules or features at different prices. Promotional pricing, trials and discounts may be subject to separate conditions and may expire at the stated time.
7. Licence and permitted use
Subject to payment and compliance with these Terms, nuemed grants the customer a limited, non-exclusive, non-transferable and non-sublicensable right during the subscription term to access and use the service for its internal business operations.
No ownership in the service or its software is transferred. Rights not expressly granted are reserved by nuemed and its licensors. The customer may not provide the service to third parties as a bureau or resale service unless we agree in writing.
8. The service and changes
nuemed provides configurable clinic-management tools. Features may include booking, patient records, consent forms, communications, payments, reporting, prescriptions, files, inventory, workforce management, integrations and AI-assisted workflows. Available functionality may depend on the selected plan, configuration, location and connected services.
We may update, improve, replace or discontinue functionality to maintain security, comply with law or develop the service. We will provide reasonable advance notice where a change materially reduces the core paid functionality available to the customer, unless urgent legal, security or third-party circumstances prevent notice.
Beta, preview or experimental functionality may be changed or withdrawn at any time and may be subject to additional conditions. It must not be relied upon for critical operations unless we expressly state that it is generally available.
9. Clinical and professional responsibility
nuemed supplies administrative software. It is not a healthcare provider, pharmacy, medical device, emergency service, accountant, tax adviser or law firm. The service does not diagnose, prescribe, recommend treatment or replace professional judgement.
The customer remains solely responsible for patient care, clinical decisions, informed consent, prescriptions, dispensing, professional registrations, supervision, record-keeping periods, safeguarding, complaints, tax treatment and compliance with all laws, professional standards and regulatory requirements applicable to its activities.
Only a properly qualified and authorised person may approve or issue a prescription or perform any regulated clinical action. The customer must independently verify every patient, medicine, dose, route, frequency, duration, contraindication and other relevant detail before approval.
The service is not designed for emergency use. The customer must maintain suitable clinical, operational and business-continuity procedures and must not rely on nuemed as the sole means of accessing information required during an emergency.
10. Artificial intelligence and automated assistance
Certain features use artificial intelligence or machine-learning services to transcribe dictation, organise text, generate drafts, extract or structure supplied information, and guide authorised users to relevant workflows. The service identifies AI-assisted functionality through its context and interface.
AI output may be incomplete, inaccurate or unsuitable. It is supplied as a draft or assistance only. A suitably qualified authorised user must review, correct and expressly approve output before it is saved, sent, used clinically or otherwise relied upon.
AI features do not make autonomous medical decisions. They do not transfer clinical responsibility to nuemed. The customer must not use AI output as a substitute for reviewing the underlying record, examining a patient or applying independent professional judgement.
The customer must avoid submitting unnecessary personal identifiers through dictation or free-text prompts. We apply controls intended to minimise the personal data passed to AI providers, but no automated filtering method is infallible. The customer remains responsible for using AI features in accordance with its notices, legal basis, professional duties and internal policies.
11. Customer data and instructions
As between the parties, the customer retains all rights in data, files and content submitted to or generated through its account. The customer grants nuemed and its contracted providers a limited, worldwide right to host, copy, organise, process, transmit, back up, display and return customer data only as necessary to provide, protect and support the service, comply with law and carry out the customer's documented instructions.
The customer represents and warrants that it has all rights, permissions, notices, consents and lawful bases required to collect, upload, use and instruct us to process customer data, including special-category health data, photographs, prescription information and information relating to children.
nuemed will not sell clinic or patient data, use it for behavioural advertising, train general-purpose AI models on it or create commercial benchmarks from it. Aggregated operational information may be used only where it does not identify a customer, patient or individual.
12. Data protection
Each party will comply with data-protection laws applicable to its own activities. When nuemed processes personal data on the customer's behalf, the Data Processing Addendum forms part of this agreement. The Privacy Policy explains processing for which nuemed acts as a controller.
The customer is responsible for responding to patients and other data subjects, maintaining legally adequate privacy information, determining appropriate retention periods and ensuring that its instructions do not breach applicable law.
13. Confidentiality
Each party may receive non-public business, technical, financial or operational information from the other party. The receiving party must use confidential information only to perform or receive the service, protect it using reasonable care and disclose it only to personnel and professional advisers who need it and are bound by confidentiality.
Confidential information does not include information that the receiving party can demonstrate was lawfully known without restriction, becomes public without breach, is received lawfully from another source or is independently developed without using the other party's confidential information.
If disclosure is required by law, the receiving party may disclose the minimum required and, where legally permitted, will provide advance notice. These obligations survive termination for five years, and indefinitely for trade secrets and personal data where law requires continued protection.
14. Acceptable use
The customer and its authorised users must not:
- Use the service unlawfully, fraudulently or in a way that infringes another person's rights.
- Upload malicious code, disrupt the service or attempt to bypass authentication, permissions, rate limits or security controls.
- Access or attempt to access another customer's data, probe the service or conduct security testing without prior written permission.
- Copy, modify, rent, sell, sublicense, reverse engineer or derive source code from the service, except to the limited extent such restriction is prohibited by law.
- Use the service for emergency dispatch, unlawful prescribing, autonomous medical decisions, surveillance or discriminatory decision-making.
- Upload content without the rights, authority or lawful basis required to process it.
- Use the service to build a competing product or publish performance testing without our prior written consent.
We may investigate suspected misuse and preserve or disclose relevant information where reasonably necessary to protect the service, customers or public, or to comply with law.
15. Third-party services and integrations
The service may interoperate with payment, accounting, calendar, email, analytics and other third-party services. If the customer enables an integration, it authorises us to exchange the information reasonably required to operate it.
Third-party products are governed by their own terms and privacy practices. We do not control and are not responsible for their independent operation, availability, changes or acts. This does not reduce our responsibility for subprocessors acting on our behalf under the Data Processing Addendum.
16. Intellectual property and feedback
nuemed and its licensors own the service, software, workflow designs, interfaces, documentation, trademarks and all related intellectual-property rights. The customer receives only the access rights expressly granted by these Terms.
If the customer provides suggestions or feedback, it grants nuemed a perpetual, irrevocable, worldwide, royalty-free right to use that feedback without restriction or payment, provided that we do not identify the customer publicly without permission.
The customer may not use the nuemed name, marks or branding except to identify its authorised use of the service. Neither party may issue a press release or imply endorsement by the other without written consent.
17. Support, maintenance and availability
We will provide the service with reasonable skill and care and offer support through the contact channels made available to customers. Response and resolution times are targets unless a separate signed service-level agreement expressly makes them binding.
Access may be interrupted by maintenance, updates, provider failures, internet conditions, security events or circumstances outside our reasonable control. We may perform urgent maintenance without advance notice. Planned maintenance will be communicated where reasonably practicable.
The customer is responsible for its internet connection, devices, compatible software, internal training and procedures for continuing critical operations during an outage.
18. Suspension
We may suspend all or part of the service where reasonably necessary to prevent harm, protect security, investigate suspected misuse, comply with law, address overdue payment or enforce these Terms. We will limit suspension to the scope and duration reasonably necessary.
Where circumstances permit, we will notify the customer and provide a reasonable opportunity to remedy the issue. We are not required to provide advance notice where doing so would create security, legal or operational risk.
19. Termination
Either party may terminate this agreement if the other materially breaches it and fails to remedy the breach within 30 days after written notice. A party may terminate immediately if the other becomes insolvent, ceases business, engages in fraud, commits serious security abuse or cannot lawfully continue the agreement.
We may terminate an account that repeatedly breaches these Terms or uses the service outside the eligibility restrictions. Termination does not affect rights, payment obligations or liabilities accrued before the effective termination date.
20. Export, retention and deletion
During an active subscription, the customer should maintain any exports or copies required by its professional and legal duties. Following termination, the customer has 30 days to request an export in a reasonably usable format.
We aim to delete customer data from active production systems within 60 days after termination and allow deleted data to expire from rotating backups within 90 days, unless law, a preservation request or a written agreement requires longer retention. Data retained solely in backups will remain protected and will not be restored except for recovery or legal purposes.
21. Warranties and disclaimers
We warrant that we will provide the service with reasonable skill and care and will not knowingly introduce malicious code. If we breach this warranty, the customer's primary remedy is for us to use reasonable efforts to correct the affected service.
Except as expressly stated and to the maximum extent permitted by law, the service is provided on an "as available" basis. We disclaim implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, non-infringement and any warranty arising from course of dealing or usage.
We do not warrant that the service will be uninterrupted or error-free, that AI output will be accurate, that every third-party integration will remain available, or that the service by itself will satisfy every law or professional requirement applicable to the customer.
22. Limitation of liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, punitive or consequential loss, or for loss of profit, revenue, goodwill, anticipated savings, business opportunity or data, even if advised that such loss was possible.
To the maximum extent permitted by law, each party's aggregate liability arising out of or relating to the service, these Terms and the Data Processing Addendum will not exceed the subscription fees paid or payable by the customer during the 12 months immediately before the first event giving rise to the claim.
The limitations apply regardless of the legal theory and collectively to all claims. They do not exclude liability that cannot legally be excluded or limited, including fraud, fraudulent misrepresentation, wilful misconduct or any other liability that applicable law requires to remain unlimited.
The parties acknowledge that the fees reflect this allocation of risk and that the limitations are an essential basis of the agreement.
23. Indemnification
The customer will defend, indemnify and hold harmless Vantis Strategies LLC, its affiliates, officers, employees and contractors from third-party claims, damages, penalties, losses and reasonable legal costs arising from the customer's clinical services, unlawful prescribing, customer data submitted without authority, violation of law, infringement by customer content or material breach of these Terms.
This obligation does not apply to the extent a claim was directly caused by nuemed's breach, gross negligence or wilful misconduct. We will give prompt notice, allow the customer reasonable control of the defence and provide reasonable cooperation at the customer's expense. The customer may not settle a claim in a manner that admits fault by or imposes obligations on nuemed without written consent.
24. Force majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, civil disturbance, labour disputes, government action, widespread internet or utility failure, cyberattack not caused by its failure to use reasonable safeguards, or failure of critical third-party infrastructure. Payment obligations for services already supplied are not excused.
25. Governing law and dispute resolution
These Terms and any dispute arising from them are governed by the laws of the State of Wyoming, USA, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Before starting formal proceedings, a party must send a written notice describing the dispute and requested resolution. The parties will attempt in good faith to resolve it for at least 30 days.
Except for eligible small claims or a request for urgent injunctive relief, any unresolved dispute will be finally resolved by confidential, binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted in English by one arbitrator and may take place remotely or in Sheridan County, Wyoming. Judgment on the award may be entered in any court with jurisdiction.
Each party must bring claims in its individual capacity. Class, collective, consolidated and representative proceedings are waived to the extent enforceable. If this waiver is found unenforceable for a particular claim, that claim will proceed in a court of competent jurisdiction and not in arbitration.
Nothing in this section prevents either party from seeking urgent relief to protect security, confidential information or intellectual property. Mandatory rights and remedies that cannot legally be waived remain unaffected.
26. Notices
Legal notices to nuemed must be sent by email to legal@nuemed.io and by recognised delivery service to Vantis Strategies LLC, 30 N Gould St Ste N, Sheridan, Wyoming 82801, USA.
We may send operational and legal notices to the email address associated with the customer's account. Email notice is effective when sent unless the sender receives a failure notice. The customer must keep its contact information current.
27. General provisions
The customer may not assign or transfer this agreement without our prior written consent, except as part of a genuine merger, reorganisation or sale of substantially all of its business. We may assign this agreement to an affiliate or in connection with a merger, financing, reorganisation or sale of the service.
The parties are independent contractors. These Terms do not create a partnership, employment, agency, fiduciary or franchise relationship. No third party has a right to enforce these Terms except an indemnified party under section 23.
If a provision is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will continue. Failure to enforce a right is not a waiver. Headings are for convenience only. The words "including" and "include" are not limiting.
Provisions that by their nature should survive termination will survive, including payment, confidentiality, intellectual property, disclaimers, liability, indemnity, dispute resolution and general provisions.
These Terms, the applicable order form, the Data Processing Addendum and policies expressly incorporated into them constitute the entire agreement concerning the service and replace prior proposals, discussions and representations on that subject.
28. Changes to these Terms
We may update these Terms to reflect legal, security, operational or service changes. We will provide reasonable advance notice of a material change. A change will not retroactively reduce rights or increase liability without agreement where applicable law requires consent.
Continued use after the stated effective date constitutes acceptance where permitted by law. If the customer does not accept a material change, its remedy is to stop using the service and cancel before the change takes effect.