Terms and Conditions

These Terms and Conditions ("Terms") govern your access to and use of the Koverna software platform (the "Service") operated by KOVERNA Ltd, trading as KOVERNA ("we", "us", "our", or "Koverna").

By registering an account, logging in, or otherwise using the Service, you confirm that you have read, understood and agree to be bound by these Terms. If you do not agree, you must not use the Service.

If you are accepting these Terms on behalf of an organisation (such as a physiotherapy practice, clinic, sports club or sole-trader clinician), you confirm that you have the authority to bind that organisation to these Terms.

• "Customer" — the organisation (practice, clinic, club or individual clinician) that has subscribed to the Service.
• "Authorised User" — any individual authorised by the Customer to access the Service, including clinicians, coaches, managers, reception staff and players or patients with portal access.
• "Patient Data" — personal and special category data about patients or athletes that the Customer enters into the Service.
• "Subscription" — the paid plan selected by the Customer, billed through Stripe.
• "Plan" — the specific Koverna subscription tier (KOVERNA Practice, KOVERNA Club or as otherwise offered).
• "AI Scribe" — the optional feature within the Service that transcribes consultation audio and generates draft clinical documentation using automated speech recognition and language processing.

KOVERNA is a trading name of KOVERNA Ltd, a private limited company incorporated in England and Wales under company number 17541276. KOVERNA Ltd operates the Service. References to "KOVERNA", "Koverna", "we", "us" or "our" in these Terms refer to KOVERNA Ltd.

Registered office: 87 Hesketh Lane, Preston, PR4 6AQ.

Contact: hello@koverna.co.uk.

You must provide accurate and complete information when registering an account. You are responsible for maintaining the security of your account credentials and for all activity that occurs under your account.

You must be at least 18 years old to register an account. If you are registering on behalf of an organisation, you must have the authority to do so.

Each Authorised User must use their own credentials. Sharing of login credentials between users is not permitted.

The Customer's organisation owner (the first admin user or the user who completes onboarding) is responsible for:

• Inviting Authorised Users and assigning appropriate roles (admin, manager, clinician, coach, reception, or patient/player portal access).
• Maintaining accurate access lists and removing former staff, players or patients who should no longer have access.
• Ensuring that each Authorised User's role reflects their actual responsibilities and qualifications.
• Notifying Koverna promptly if an unauthorised person has gained access to an account.

You must not:

• Use the Service for any unlawful purpose or in a way that breaches any applicable law or regulation.
• Attempt to gain unauthorised access to any part of the Service, other accounts, or the systems on which the Service is hosted.
• Introduce malware, viruses or any other malicious code to the Service.
• Use the Service to store or process data that you do not have the right or permission to store or process.
• Reverse engineer, decompile or attempt to extract the source code of the Service, except to the extent permitted by law.
• Resell, sublicense or redistribute access to the Service without our written permission.

The Service is offered on a subscription basis. The available Plans, prices and billing intervals (monthly or annual) are displayed on our pricing page and at checkout before you commit to a purchase.

Subscriptions are billed in advance through Stripe, our payment processor. By subscribing, you authorise us to charge the applicable fees to your payment method on a recurring basis until you cancel.

Some Plans are priced per clinician seat. The number of seats, the applicable price and the billing interval are shown before you confirm a purchase or any change to your Subscription. You can change your Plan, or the number of clinician seats on it, through the billing section of the Service or the Stripe customer portal where that option is available; the price and the date a change takes effect are shown before you confirm it.

Subscription charges are for the Koverna software only. They are separate from any payments your organisation collects from its own patients or athletes through the Service's payment features — see our Subscription, Billing and Cancellation Policy.

If a trial period is offered, details will be displayed at the time of sign-up. Charges begin only after the trial ends, unless you cancel before the trial concludes.

If a payment fails, we will attempt to collect it again. Access to the Service may be restricted or suspended if payment remains outstanding. See our Subscription, Billing and Cancellation Policy for full details.

You may cancel your Subscription at any time through the Service. Cancellation takes effect at the end of the current paid period unless otherwise stated at the point of cancellation.

We may suspend or terminate access to the Service if you breach these Terms, if payment remains outstanding after any applicable grace period, or if required by law.

Upon termination, all Authorised Users' access to the Service will end. Your data will be handled in accordance with our Privacy Policy and the Subscription, Billing and Cancellation Policy.

After cancellation or termination, your data will be retained for a limited period to allow for reactivation and to meet any legal or regulatory retention requirements. After that period, your data may be permanently deleted.

You may request export of your data before cancellation. See section 15 (Data ownership and export) below.

If you delete your account and organisation through the in-app account deletion process, your data will be removed in accordance with that process, subject to any legal retention requirements.

The Customer is responsible for obtaining all appropriate permissions, consents and lawful bases before entering any patient, athlete or staff information into the Service. Koverna does not determine the lawful basis for the Customer's processing of patient or athlete data — that is the Customer's responsibility as a data controller.

The Customer is responsible for all clinical decisions, professional judgement, clinical records and patient care. The Service is a tool to assist the Customer's practice; it does not provide clinical advice, diagnosis or treatment.

The Customer must ensure that only appropriately qualified and registered clinicians use clinical features of the Service, and that clinical notes and records are reviewed and finalised in accordance with professional standards.

Koverna is a software platform. It is not a replacement for professional clinical judgement, emergency medical care or the professional relationships between healthcare providers and their patients.

Koverna does not autonomously determine medical clearance, injury status or return-to-sport decisions. Any clinical status fields in the Service are set by authorised clinical users, not by Koverna.

The Service includes an optional AI Scribe feature that transcribes consultation audio and generates draft clinical notes or letters. The AI Scribe produces a draft based on the audio provided; it does not provide clinical advice or make clinical decisions. The clinician is responsible for reviewing, verifying and finalising all AI-generated content before it is entered into the patient record. The Customer and its clinicians remain solely responsible for the accuracy and clinical appropriateness of all documentation, whether drafted manually or with the AI Scribe.

In a medical emergency, patients should contact emergency services (999 or 111 in the UK) or their own healthcare provider — not Koverna.

We aim to provide the Service with high availability. However, the Service may be temporarily unavailable due to maintenance, updates or circumstances beyond our control. We do not guarantee uninterrupted access.

We take reasonable security measures to protect data held within the Service, including access controls, encryption in transit and regular backups. However, no system can be guaranteed to be completely secure.

Technical support is available to Customers through the contact channels published on our website.

The Service relies on the following third-party providers:

• Base44 — application hosting, database and infrastructure.
• Stripe — payment processing for Koverna subscriptions and, where enabled, for the Customer's own patient payments.
• Resend — email delivery for transactional and clinical communications.
• Google — optional sign-in via Google OAuth and, where enabled by the Customer, Google Calendar integration for video consultation appointments.

These third-party providers operate under their own terms and privacy policies. Koverna is not responsible for the practices of these providers, but has selected reputable services and takes reasonable steps to ensure appropriate data processing arrangements are in place.

Koverna, including its software, design, branding and content, is owned by KOVERNA Ltd and protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable licence to use the Service in accordance with these Terms.

Patient Data and other content you enter into the Service remains your property (see section 15). We do not claim ownership of your data.

You must not use our branding, logos or trademarks without our written permission, except as displayed within the normal operation of the Service.

You own the Patient Data and other content you enter into the Service. We act as a processor for that data in accordance with our Data Processing Agreement.

You may export your data through the Service's export features while your Subscription is active. We recommend exporting before cancellation, as access to the Service ends after termination.

We retain data after cancellation for a limited period as described in our Privacy Policy and Subscription Policy, after which it may be permanently deleted. If you require data export after cancellation, please contact us before your Subscription ends.

If you have a complaint about the Service, please contact us at hello@koverna.co.uk. We will acknowledge and respond to complaints in a reasonable timeframe.

If a dispute cannot be resolved through direct contact, it will be dealt with in accordance with the governing law set out in section 19.

We may update these Terms from time to time. If we make material changes, we will notify you by email or through the Service before the changes take effect.

If you continue to use the Service after the changes take effect, you are deemed to accept the updated Terms. If you do not agree to the changes, you may cancel your Subscription as described in section 8.

We will keep a record of previous versions of these Terms. You can request a copy of a previous version by contacting us.

To the maximum extent permitted by law, KOVERNA Ltd shall not be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, data or goodwill, arising from your use of or inability to use the Service.

Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

Our total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence) or otherwise, shall not exceed the total amount paid by you to us in the twelve (12) months preceding the event giving rise to the liability.

These Terms are governed by the laws of England and Wales. Any disputes arising from or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

If you have any questions about these Terms or the Service, please contact us:

• Legal entity: KOVERNA Ltd
• Trading name: KOVERNA
• Registered in: England and Wales
• Company number: 17541276
• Registered office: 87 Hesketh Lane, Preston, PR4 6AQ
• Email: hello@koverna.co.uk