Terms of Service

2.1 Service Description

Mediflux provides AI workflow automation services exclusively to businesses in the medical device and medtech sector. Our services include:

• Discovery and scoping engagements to identify automation opportunities
• In-person operational shadowing and process analysis
• Design, build, and implementation of AI-powered workflow automations
• ERP system and third-party platform integration
• Ongoing managed service, monitoring, and maintenance
• AI integration consultancy and advisory services

2.2 Service Eligibility

Our services are available to businesses only. We do not provide services to individual consumers. By engaging our services, you confirm that you are acting on behalf of a business entity and have authority to bind that entity to these Terms.

We reserve the right to decline any engagement at our sole discretion, including where a prospective client does not operate in the medtech sector.

2.3 Website Use

You may use our website for lawful purposes only. You must not:

• Use our website in any way that violates applicable laws or regulations
• Attempt to gain unauthorised access to any part of our website or systems
• Transmit unsolicited or unauthorised advertising or promotional material
• Knowingly introduce viruses, trojans, or other malicious code
• Scrape, copy, or reproduce website content without our written consent

3.1 Discovery Engagement

Engagements typically begin with a paid discovery engagement, which includes an in-person operational shadowing visit, workflow analysis, and a scoped proposal. Specific terms, deliverables, and fees are set out in a separate engagement letter or agreement.

3.2 Implementation and Managed Service

Following a successful discovery engagement, Mediflux may propose an implementation phase and/or an ongoing managed service arrangement. These are governed by a separate written Service Agreement, which sets out the scope, fees, service levels, data processing arrangements, and termination rights.

3.3 No Obligation

Neither completion of a discovery call nor payment of a discovery fee obligates either party to proceed to an implementation engagement.

4.1 Fee Structure

Fees are agreed individually for each engagement and set out in the relevant engagement letter or service agreement. Our general pricing model includes:

• Discovery engagement fee (fixed, payable in advance)
• Implementation fee (fixed, based on scope and ERP complexity)
• Monthly managed service subscription (recurring, based on usage tier)

4.2 Payment Terms

Unless otherwise agreed in writing, all fees are exclusive of VAT (added at the applicable rate) and payment is due within 14 days of invoice. Managed service fees are payable monthly in advance.

4.3 Late Payment

In the event of late payment, Mediflux reserves the right to charge statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 and to suspend services until outstanding amounts are settled.

5.1 Mediflux IP

All intellectual property rights in our workflows, automation architectures, ERP adaptors, code components, and methodologies ("Mediflux IP") remain the exclusive property of Mediflux Ltd.

Mediflux grants clients a non-exclusive, non-transferable licence to use Mediflux IP solely for their internal business operations for the duration of an active managed service agreement. This licence terminates upon expiry or termination of that agreement.

5.2 Client Data and Materials

All data and materials provided by the client ("Client Materials") remain the property of the client. The client grants Mediflux a limited licence to use Client Materials solely to deliver the agreed services.

5.3 Website Content

All content on our website is the property of Mediflux Ltd or its licensors. You may not reproduce, distribute, or create derivative works without prior written consent.

8.1 Exclusions

Nothing in these Terms limits Mediflux's liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.

8.2 Liability Cap

Subject to clause 8.1, Mediflux's total aggregate liability in connection with any engagement shall not exceed the total fees paid by the client in the 12-month period preceding the event giving rise to the claim.

8.3 Excluded Losses

Subject to clause 8.1, Mediflux shall not be liable for any loss of profit, revenue, or business; loss of anticipated savings; loss of goodwill; loss or corruption of data; or indirect or consequential losses, even if advised of the possibility of such losses.

8.4 Website Disclaimer

Our website is provided on an "as is" basis. We make no warranties regarding the accuracy or completeness of information on our website.

9.1 Website Access

We may suspend or terminate your access to our website at any time without notice if we believe you have breached these Terms.

9.2 Service Engagements

Termination rights are set out in the applicable Service Agreement. In the absence of a specific agreement:

• Either party may terminate a managed service by giving 60 days' written notice
• Either party may terminate immediately for material breach not remedied within 14 days of written notice
• Mediflux may terminate immediately for non-payment of fees

9.3 Effect of Termination

Upon termination, the client's licence to use Mediflux IP terminates immediately. Each party shall return or destroy the other's confidential information. Clauses relating to IP ownership, confidentiality, limitation of liability, and governing law survive termination.