WandIQ – SaaS and Services Terms

Provider: WANDIQ LIMITED
Company number: 16888143
(“WandIQ”, “we”, “us”, “our”)

Effective date: 15.12.2025

These SaaS and Services Terms (“Terms”) govern access to and use of the WandIQ platform (“Platform”) and any related services provided by WandIQ. By subscribing to, accessing, or using the Platform or Services, you (“Client”, “you”, “your”) agree to be bound by these Terms.

If you enter into these Terms on behalf of a company or clinic, you confirm that you have authority to bind that entity.

1. Service Model

1.1 Platform Access (SaaS)

WandIQ provides a subscription-based software platform to support workflow automation, integrations, analytics, and communication workflows. Subscriptions are billed monthly and include access to core features within a defined usage allowance, as set out in your proposal, pilot agreement, or account configuration.

1.2 Services

WandIQ may also provide services including onboarding, setup, configuration, integrations, automation design, training, workshops, and consultancy or advisory services. All such services are governed by these Terms unless expressly agreed otherwise in writing.

1.3 Best Endeavours Basis

Unless expressly agreed in writing as defined deliverables with acceptance criteria, all services are provided on a best endeavours basis, using reasonable care and skill. No outcomes, timelines, results, or commercial benefits are guaranteed.

2. Consultancy Only Services

2.1 Consultancy Scope

Consultancy services may include advisory input, recommendations, strategy, architecture guidance, written outputs, workshops, calls, or reviews. Consultancy may be provided independently or alongside technical implementation.

2.2 Advisory Nature

Any consultancy outputs or deliverables are advisory only. They are provided for information and guidance and do not constitute instructions, guarantees, or assurances.

2.3 No Professional Advice

WandIQ does not provide legal, regulatory, medical, clinical, financial, or compliance advice. Consultancy does not replace professional advice, and you are responsible for obtaining independent advice where required.

2.4 Decision Responsibility

You remain solely responsible for decisions taken and actions implemented based on consultancy services. WandIQ is not responsible for outcomes resulting from reliance on consultancy input.

2.5 Consultancy-Only Engagements

Where WandIQ is engaged solely to provide consultancy services, no access to the Platform or SaaS functionality is implied unless expressly agreed in writing.

3. Subscription, Billing, and Payments

3.1 Stripe Integration

You must connect and maintain your own Stripe account during onboarding. This account is used to process subscription fees, usage overages, add-ons, and third-party charges.

3.2 Usage and Add-Ons

Charges may apply for usage beyond included allowances, including SMS, WhatsApp, and email communications, optional features or templates, snapshots, bundled automations, and third-party integrations where activated. Charges are billed automatically via your Stripe account.

 3.3 Non-Refundable Fees

All fees are non-refundable. This includes onboarding, training, consultancy, subscriptions, usage charges, and add-ons. No refunds, credits, or pro-rata adjustments are provided, including where you choose not to proceed after services have started.

3.4 Taxes and Late Payment

All fees are exclusive of VAT unless stated otherwise. You are responsible for applicable taxes. Late payments may accrue interest and recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

4. Client Responsibilities

You are responsible for:

maintaining control of your own systems and third-party accounts,

approving, monitoring, and operating automations and workflows,

the content and legality of all communications sent using the Platform,

ensuring regulatory, contractual, and data protection compliance,

providing timely access, information, credentials, approvals, and decisions.

WandIQ is not responsible for delays, failures, or issues caused by client action or inaction, or by third-party systems.

5. Data Protection and Clinical Information

5.1 Roles

You are the Data Controller of all personal data processed using the Platform. WandIQ acts solely as a Data Processor and processes data only on your documented instructions.

5.2 Data Processing Agreement

A Data Processing Agreement (“DPA”) forms part of these Terms and applies to WandIQ’s processing activities. In the event of any conflict between these Terms and the DPA, the DPA shall prevail in respect of data protection matters.

5.3 Compliance Responsibility

You are responsible for determining what data is appropriate to process and for ensuring compliance with applicable data protection laws, including UK GDPR.

5.4 Clinical and Health-Related Data

The Platform may process non-identifiable or pseudonymised health-related information, including clinical notes or diagnostic references, solely for operational, automation, analytics, or workflow purposes.

The Platform is not intended to operate as a system of record for identifiable medical records, diagnostic data, or clinical notes. Clients remain responsible for ensuring that any health-related data processed through the Platform is appropriately anonymised or pseudonymised, lawfully processed, and stored in suitable clinical systems where required.

6. Intellectual Property

6.1 Ownership

All intellectual property in the Platform, services, configurations, automations, workflows, templates, methodologies, consultancy materials, and know-how remains the property of WandIQ.

6.2 Licence

You are granted a limited, non-transferable, revocable licence to use the Platform and related materials for the duration of your subscription.

6.3 Restrictions

You must not share access with unauthorised third parties, provide access to competing developers or agencies, copy or reverse engineer the Platform, use WandIQ materials to build competing services, or bypass billing mechanisms.

 7. Acceptable Use

You must not use the Platform to:

send unlawful, misleading, or harassing communications,

breach marketing, messaging, or consent laws or platform policies,

process special category data other than as permitted under these Terms and the DPA,

compromise the security or integrity of the Platform.

8. Third-Party Services and Visibility

The Platform relies on third-party systems and infrastructure. Automated processes, integrations, and background workflows may not be fully visible within third-party dashboards. WandIQ is not required to provide full technical documentation unless expressly agreed in writing.

9. Support, Availability, and No SLA

The Platform and Services are provided “as is”. WandIQ does not guarantee uninterrupted availability, uptime, response times, or support resolution times.

No service levels, response times, or availability commitments apply unless expressly agreed in writing in a separate service level agreement.

Support is provided on a reasonable endeavours basis. Planned maintenance may occur. Third-party outages, policy changes, or infrastructure failures may affect availability outside WandIQ’s control.

10. Suspension and Termination

10.1 Suspension

WandIQ may suspend access following notice and a short cure period where payment is overdue, these Terms are breached, or misuse is identified. Immediate suspension may occur where there is serious legal, security, or reputational risk. Payment obligations continue during suspension.

10.2 Termination

You may terminate with 30 days’ written notice. WandIQ may terminate immediately for material breach, non-payment, misuse, or where continued service presents legal, regulatory, or reputational risk. No refunds apply.

11. Data on Exit

Following termination, data may be exported within a limited period of up to 30 days on request. An administrative fee may apply. After this period, data will be securely deleted.

12. Liability

To the fullest extent permitted by law, WandIQ is not liable for indirect or consequential losses, including loss of profit, revenue, data, goodwill, or business interruption.

Except where liability cannot be excluded by law, WandIQ’s total liability is capped at the fees paid by you in the 12 months preceding the claim.

13. Indemnity

You indemnify WandIQ against all claims, losses, liabilities, fines, costs, and expenses arising from your use of the Platform or Services, including regulatory action, data protection breaches, unlawful communications, and third-party claims.

14. Confidentiality

Each party must keep the other’s confidential information confidential. WandIQ’s confidential information includes platform design, pricing, security measures, workflows, templates, methodologies, and internal processes.

15. Assignment and Subcontracting

WandIQ may assign these Terms and subcontract services freely without consent. You may not assign without WandIQ’s written consent.

16. Changes to These Terms

WandIQ may update these Terms from time to time. Updated Terms apply on notice or publication. Continued use of the Platform constitutes acceptance.

17. Force Majeure

Neither party is liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, outages or failures of third-party infrastructure, changes to third-party platforms or APIs, regulatory action, or interruptions to utilities or communications networks.

18. Dispute Resolution

The parties will attempt to resolve disputes through good faith discussions. Mediation may be used by agreement. Nothing prevents urgent legal action where required.

19. General

These Terms constitute the entire agreement between the parties. No partnership or agency is created. Failure to enforce a right is not a waiver. If any provision is unenforceable, the remainder remains effective. The Contracts (Rights of Third Parties) Act 1999 does not apply.

20. Governing Law

These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

21. Contact

Questions about these Terms should be sent to: [email protected]