NeuroClo

Terms of Service

Effective Date: 28 July 2026

Welcome to NeuroClo. Please read these Terms of Service (the “Terms”) carefully. They govern your access to and use of our website(s), products, platform, patient portal, applications, and related services (collectively, the “Services”), including any request for information about, or purchase of, products or subscriptions made available through the Services (each, a “Product”).

If you have questions about these Terms or the Services, contact us at:

These Terms are a binding agreement between you and Dealsparrow Limited, trading as NeuroClo (“NeuroClo”, “we”, “our”, or “us”), a company registered in England and Wales (Company Number 07415063).

By accessing or using the Services in any way, you agree to these Terms. These Terms include the provisions in this document and those in our Privacy Policy, and any other policies referenced herein. Your use of certain Services may also be subject to additional policies, order forms, Data Processing Agreements (“DPAs”), Business Associate Agreements (“BAAs”), or other written agreements (“Additional Terms”), which are incorporated by reference. If there is a conflict between these Terms and a signed customer agreement, DPA, or BAA, the signed agreement controls for the subject matter it covers.

Important. These Terms include information about future changes to these Terms, fees and renewals, limitations of liability, and dispute resolution. PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES.

For U.S. users only: Except for certain disputes described in the Dispute Resolution section below, and except where prohibited by law, you agree that disputes between you and us may be resolved by binding, individual arbitration, and you waive your right to participate in a class action lawsuit or class-wide arbitration. UK and EEA consumers retain mandatory statutory rights that cannot be waived by contract.

1. Will these Terms ever change?

We may update these Terms from time to time as the Services evolve. If we make material changes, we will provide notice by posting an updated version on our website, sending an email to the address associated with your account, and/or notifying you by other reasonable means.

If you do not agree to the updated Terms, you may stop using the Services and, where applicable, terminate your account or subscription as described below. If you continue to use the Services after the updated Terms take effect, you agree to the changes, except where applicable law requires a different form of consent.

Except for changes by us as described here, no amendment or modification of these Terms will be effective unless in writing and signed (or otherwise agreed in a manner recognised under applicable law) by both you and us.

2. What about my privacy?

NeuroClo takes privacy seriously. Our current Privacy Policy explains how we collect, use, disclose, store, transfer, and safeguard personal information, including our roles as controller and processor, HIPAA Business Associate obligations where applicable, and your privacy rights under UK GDPR, EU GDPR, U.S. state privacy laws, and other applicable laws.

These Terms should be read together with the Privacy Policy. If there is a conflict between these Terms and the Privacy Policy regarding personal data processing, the Privacy Policy controls for privacy and data-protection matters, and any applicable DPA or BAA controls for the processing it covers.

Where NeuroClo acts as a data processor or Business Associate, the applicable DPA or BAA governs the processing of personal data or PHI and controls over any conflicting provision relating to such processing.

3. Who these Terms apply to

NeuroClo is primarily a business-to-business healthcare technology platform. Depending on how you use the Services, “you” may mean:

Patients’ contractual and care relationship is with their Healthcare Provider, not with NeuroClo. NeuroClo does not provide healthcare services directly to patients. Patient Portal Users are provided access by their Healthcare Provider and may lose access if their Healthcare Provider suspends or terminates use of the Services. Where Healthcare Providers use the platform to process patient information, NeuroClo acts as a data processor (under UK/EU GDPR), service provider (under applicable U.S. privacy laws), and/or Business Associate (under HIPAA where a BAA is in effect), as described in the Privacy Policy.

If you are agreeing to these Terms on behalf of an organisation, you represent that you are authorised to bind that organisation. In that case, “you” and “your” refer to that organisation, except where the context clearly refers to you as an individual.

4. What are the basics of using NeuroClo?

You may be required to create an account, select credentials, and provide accurate registration and contact information. You agree to keep that information accurate, complete, and up to date. You may not select a username you do not have the right to use, or another person’s name with intent to impersonate them. You may not transfer your account without our prior written permission (or, for Authorised Users, without the Customer’s and our permission as applicable).

You represent that you are of legal age to form a binding contract under the laws of your place of residence (or, if not, that a parent or guardian has agreed to these Terms on your behalf where that is permitted and lawful). Patient Portal Users who are minors may access features only as permitted by their Healthcare Provider and applicable law; parental or guardian consent requirements remain with the Healthcare Provider, consistent with our Privacy Policy.

You will use the Services only in a manner that complies with all laws applicable to you, including healthcare, privacy, export control, and professional-practice laws. If your use is prohibited by applicable law, you are not authorised to use the Services.

You will not share account credentials, and you must protect the security of your account and access tools. You are responsible for activity under your account. Customers are responsible for their Authorised Users’ compliance with these Terms.

Users must maintain reasonable security practices, including protecting credentials, enabling available authentication controls, and promptly reporting suspected unauthorised access.

Customers may use the Services for their internal business purposes in providing healthcare and related administrative services. Patient Portal Users may use patient-facing features solely for their personal care relationship with their Healthcare Provider. You may not resell, sublicense, or provide the Services to third parties except as expressly permitted in a written customer agreement.

5. No medical advice; not for emergencies

NeuroClo does not offer medical advice or diagnoses, engage in the practice of medicine, nursing, pharmacy, or other regulated healthcare practice, or provide healthcare services directly to patients. The Services are software and technology tools offered to support Healthcare Providers and related workflows. They are not a substitute for professional medical advice, diagnosis, treatment, or clinical judgement.

Only appropriately qualified healthcare professionals can determine the right course of care. Reliance on any information provided through the Services is at your own risk. You are solely responsible for decisions or actions you take based on information available through the Services.

Although some Content (defined below) may be created or reviewed by individuals in the medical profession, provision of such Content does not create a clinician–patient relationship between you and NeuroClo, and does not constitute medical advice, diagnosis, or treatment by NeuroClo.

Healthcare Providers remain responsible for patient relationships, clinical decisions, required notices and consents (including for recording features), and compliance with applicable healthcare and privacy laws. Where the platform supports consent or notice workflows, those mechanisms assist the provider; they do not transfer the provider’s legal responsibilities to NeuroClo. Features involving audio, video, recording, transcription, or AI-assisted processing may be subject to additional terms, notices, or consent requirements.

THE SERVICES SHOULD NEVER BE USED AS A SUBSTITUTE FOR EMERGENCY CARE. If you have a medical or mental health emergency, are thinking about suicide, or may cause harm to yourself or others, seek emergency treatment immediately. In the United States, dial 911 or go to the nearest emergency room. In the United Kingdom, dial 999 (or 112). In the European Union and other regions, use local emergency numbers (often 112) or go to the nearest emergency facility.

6. Not a medical device; AI-assisted features

Unless we expressly state otherwise in writing for a specific Product, the Services, Content, and Products are not medical devices and are not intended to be used as medical devices. They are not designed solely to detect, diagnose, treat, or prevent any medical condition. Your use of the Services, Content, and Products is at your own risk, subject to mandatory rights that cannot be excluded under applicable law.

AI-assisted features

NeuroClo may offer optional or integrated AI-assisted features, including speech-to-text transcription, clinical note assistance, document summarisation, search and retrieval, workflow assistance, and related machine-assisted functionality, as described in the Privacy Policy.

Where these features are enabled:

7. Messaging and communications

As part of the Services, you may receive communications from NeuroClo, including service, transactional, security, and (where permitted) marketing messages via email, SMS/text, in-product notifications, or other channels.

Service-related communications necessary to provide the Services may continue even if you opt out of marketing. Marketing communications are handled as described in the Privacy Policy, including unsubscribe options and, where applicable, consent or PECR soft opt-in rules for UK recipients.

If you provide a wireless number in connection with the Services, you confirm that you (and each person for whom you provide a number) have consented to receive communications as described at sign-up or in the relevant consent flow, to the extent required by applicable law (including U.S. TCPA rules where they apply). Messaging frequency may vary. Message and data rates may apply. Reply STOP (or use the mechanism we provide) to opt out of SMS where that channel is used.

You agree to indemnify NeuroClo against claims arising from your breach of the foregoing consent representations, to the extent permitted by law.

8. Restrictions on use

You represent, warrant, and agree that you will not contribute any Content or Customer Content (defined below) or otherwise use or interact with the Services in a manner that:

A violation of the foregoing is grounds for suspension or termination of access to the Services.

9. Your rights in the Services

Materials displayed, performed, or available on or through the Services—including text, graphics, data, articles, photos, images, software, documentation, and User Submissions (collectively, “Content”)—are protected by copyright and other intellectual property laws. You agree to abide by copyright notices, trademark rules, and restrictions in Content you access.

Subject to these Terms, we grant you a limited, worldwide, non-exclusive, non-sublicensable, non-transferable licence to access and use the Services and to download and display Content locally solely as needed to use the Services as permitted. You will not modify, publish, transmit, sell, create derivative works from, or otherwise exploit the Services except as expressly allowed.

NeuroClo and its licensors own the Services, Products, and NeuroClo Content. Feedback, suggestions, and feature requests you provide may be used by NeuroClo without restriction or obligation to you, and you grant NeuroClo a worldwide, perpetual, irrevocable, royalty-free licence to use such feedback for any purpose.

10. Customer Content, User Submissions, and licences

Customer Content and User Submissions

Anything you post, upload, share, store, transmit, or otherwise provide through the Services is “Customer Content” when provided by or for a Customer (including patient and clinical data processed on the Customer’s behalf), and otherwise a “User Submission”. Some submissions may be viewable by other authorised users according to the functionality of the Services.

You are solely responsible for Customer Content and User Submissions you contribute. You represent that they are accurate to the best of your knowledge, complete where required, and submitted in compliance with applicable laws. Patients seeking correction of healthcare records should contact their Healthcare Provider.

You agree not to submit content that: (i) infringes third-party rights; (ii) contains unlawful sexually explicit content; (iii) contains hateful, defamatory, or discriminatory content; (iv) exploits minors; (v) depicts unlawful acts or extreme violence; (vi) depicts animal cruelty; (vii) promotes fraudulent schemes; or (viii) otherwise violates law.

Licences (privacy-constrained)

All licences in this section are subject to our Privacy Policy, any applicable DPA or BAA, and applicable healthcare privacy laws to the extent they relate to personal data, special category data, or PHI.

Service licence. By submitting Customer Content or User Submissions through the Services, you grant NeuroClo a worldwide, non-exclusive, royalty-free licence to host, store, process, transmit, display, and otherwise use that content solely as needed to:

This licence is not a grant to NeuroClo to sell personal information, use PHI for unrelated marketing, or use healthcare platform data outside the purposes described in the Privacy Policy and applicable customer agreements.

Personal / limited-audience content. If content is stored only for you, or shared only with specified users (for example, a private message), you grant NeuroClo the licence above solely to make that content available to you and those specified users and to operate the related features.

Public or marketing content. If you intentionally share content publicly on the Services (for example, a public testimonial), or provide feedback about the Services, you additionally grant NeuroClo a licence to use that public content or feedback in connection with the Services and NeuroClo’s business, including promotion, subject to the Privacy Policy. You do not grant other users broader rights in private clinical or patient data merely by using the platform.

You represent that you have all rights necessary to grant these licences without infringing third-party rights, including privacy and intellectual property rights. For Customer Content containing patient information, the Customer represents that it has a lawful basis (and any required Article 9 condition, HIPAA authorisation, or equivalent) to instruct NeuroClo to process that information.

When an account is deleted or a subscription ends, we will handle retention and deletion as described in the Privacy Policy, customer agreements, and applicable law. Residual copies may remain in backups for a limited period, and we may retain information where required for legal, security, or dispute-resolution purposes.

NeuroClo may make technical modifications to content as needed to conform to technical requirements of networks, devices, or media.

11. Copyright complaints (U.S. DMCA and UK/EU notices)

We respect intellectual property rights and will respond to valid notices of alleged infringement.

U.S. Digital Millennium Copyright Act (DMCA)

If you believe material on the Services infringes your copyright, send a notice including the information required by 17 U.S.C. § 512(c)(3) to our Designated Agent:

Upon receiving a proper notice, we may remove or disable access to the material, notify the provider, and terminate repeat infringers’ access. If your material was removed and you believe that was a mistake, you may send a counter-notice containing the information required by the DMCA. We may restore material in accordance with the DMCA timeline unless the copyright owner seeks a court order.

UK and EEA notices

If you believe content on the Services infringes your rights under UK or EEA law (including the Copyright, Designs and Patents Act 1988 or applicable EU member-state law), email hello@neuroclo.com with a description of the work, the allegedly infringing material and its location, your contact details, and a statement of your good-faith belief that use is not authorised. We will review and take action we consider appropriate, which may include removal or disabling of access.

12. Responsibility for Content and third parties

Information or Content posted or transmitted through the Services is the responsibility of the person or organisation from whom it originated. You access such Content at your own risk. We are not liable for errors or omissions in that Content, except to the extent liability cannot be excluded under applicable law.

We do not control how you interpret Content or what actions you take as a result. We cannot guarantee the identity of every user with whom you interact.

The Services may contain links to third-party websites or services we do not own or control. Your use of third-party services is at your own risk and subject to their terms and privacy policies. NeuroClo is not responsible for third-party content, accuracy, or practices.

If there is a dispute between users, or between a user and a third party (including between a patient and a Healthcare Provider), NeuroClo is under no obligation to become involved, except as required by law or a customer agreement. You release NeuroClo from claims arising out of such disputes to the maximum extent permitted by law. Where California Civil Code § 1542 or similar laws apply, you waive unknown claims to the extent permitted.

13. Changes to the Services

We may modify, suspend, or discontinue parts of the Services, introduce new features, or impose limits on features or access. We will try to give reasonable notice of material adverse changes where practical. We may remove Content at any time for any lawful reason, including alleged violation of these Terms, in our reasonable discretion. Certain features described in these Terms may not be available in all versions of the Services.

14. Fees, trials, and paid Services

Certain Services may be free (including early access or trials); others may require payment (“Paid Services”). We will notify you before Services you are then using begin carrying a fee. If you continue after that notice, you must pay applicable fees.

Payment terms presented at sign-up, in an order form, or in a customer agreement are part of these Terms. Fees, taxes, currency, billing cycle, and renewal terms will be stated at purchase or in your agreement.

Payment method and billing

Payment terms depend on your payment method and any agreement with your card issuer or financial institution. If we (or our payment processor) do not receive payment, amounts due remain payable upon demand. You must provide current, complete, and accurate billing information and promptly update it. Payment card details are processed by payment service providers as described in the Privacy Policy; NeuroClo does not use full payment card numbers for unrelated purposes.

Recurring billing and auto-renewal

Some Paid Services renew automatically for successive periods of the same duration at the then-current rate (or other rate disclosed to you), unless you cancel before the renewal date through account settings or by contacting us. By choosing a recurring plan, you authorise periodic charges until you cancel in accordance with these Terms. Cancellation generally takes effect at the end of the then-current paid period; except where required by law or expressly stated otherwise, fees already paid are non-refundable and we do not provide prorated refunds for unused time.

UK and EEA consumers: Nothing in this section limits mandatory cancellation, cooling-off, or refund rights under the Consumer Rights Act 2015, the Consumer Contracts Regulations 2013, or equivalent EU consumer law where you contract as a consumer.

Free trials and promotions

Trials and promotions must be used within the stated period. Cancel before the trial ends to avoid charges, unless we expressly state otherwise. If you are charged in error, contact hello@neuroclo.com.

Message and data rates for SMS, and carrier charges, are your responsibility.

15. Stopping use; suspension and termination

You may stop using the Services at any time. To close an account, contact hello@neuroclo.com or use available account controls. Please review the Privacy Policy and Section 10 regarding information after you stop using the Services.

We may suspend or terminate your access for any material breach of these Terms, for security or legal reasons, non-payment, or as otherwise permitted in a customer agreement. We may also discontinue the Services. Where reasonably practical and lawful, we will try to give advance notice so you can retrieve Customer Content you are entitled to receive, unless immediate action is needed for security, legality, or safety. Customer remains responsible for exporting Customer Content before termination where applicable.

Provisions that by their nature should survive termination will survive, including payment obligations, indemnities, ownership and licence terms, disclaimers, limitations of liability, and dispute-resolution terms.

16. Mobile applications and app stores

If we offer mobile applications, availability depends on third-party app stores (each an “App Store”), such as the Apple App Store or Google Play. Your use of an application is also subject to the App Store’s terms. If App Store terms conflict with these Terms, the more restrictive terms apply to the extent of the conflict. In-app purchases, where offered, are processed by the applicable App Store; NeuroClo is not a party to those store purchase contracts except as required by the store.

Apple App Store additional terms

If you use an iOS application obtained from Apple:

17. Referrals and promotions

From time to time we may offer referral rewards or promotions. Details will be stated with the offer. We may modify or terminate offers at any time. We may revoke rewards obtained through abuse, fraud, or violation of the offer terms. All offers are subject to additional terms presented with the offer and to applicable law.

18. Warranty disclaimer

To the maximum extent permitted by applicable law, NeuroClo and its officers, directors, employees, agents, affiliates, licensors, and suppliers (collectively, the “NeuroClo Parties”) make no representations or warranties concerning the Services or Content, including accuracy, completeness, reliability, non-infringement, or fitness for a particular purpose. Except as expressly stated in a signed customer agreement, the Services and Content are provided “AS IS” and “AS AVAILABLE”, without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, non-infringement, or uninterrupted or error-free operation.

UK and EEA consumers: Nothing in these Terms excludes or limits any guarantee, warranty, or right that cannot be excluded or limited under the Consumer Rights Act 2015 or equivalent mandatory consumer law, including rights regarding digital content that is not of satisfactory quality, not fit for purpose, or not as described.

Some jurisdictions do not allow certain warranty limitations; in those jurisdictions, the above limitations apply only to the fullest extent permitted.

19. Limitation of liability

To the fullest extent permitted by applicable law, under no circumstances will any NeuroClo Party be liable to you for: (a) any indirect, incidental, special, consequential, punitive, or exemplary damages; (b) loss of profits, revenue, business, goodwill, data, or anticipated savings (whether direct or indirect); (c) substitute goods or services; or (d) any amount exceeding the greater of (i) one hundred U.S. dollars (USD $100) or one hundred pounds sterling (£100), whichever is applicable to your billing currency, or (ii) the amounts paid by you to NeuroClo for the Services in the twelve (12) months preceding the claim.

Nothing in these Terms excludes or limits liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be excluded or limited under applicable law (including mandatory UK/EU consumer protections and, where applicable, liability under the UK GDPR/EU GDPR for infringement of data-protection obligations to the extent such liability cannot be limited).

Some jurisdictions do not allow exclusion of incidental or consequential damages; in those jurisdictions, the above exclusions apply only to the fullest extent permitted.

20. Indemnity

To the extent permitted by law, you agree to indemnify and hold the NeuroClo Parties harmless from claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising from: (a) your use of the Services (including actions by anyone using your account); (b) your Customer Content or User Submissions; (c) your violation of these Terms or applicable law; and (d) if you are a Customer, claims by patients or third parties arising from your provision of healthcare or your instructions to NeuroClo, except to the extent caused by NeuroClo’s wilful misconduct or material breach of a BAA/DPA.

We will try to notify you of indemnified claims using account contact information; failure to notify does not eliminate your obligations except to the extent you are materially prejudiced.

This indemnity does not apply to UK/EEA consumers to the extent it would be unfair or unenforceable under mandatory consumer law.

21. Assignment

You may not assign or transfer these Terms or your account without our prior written consent, except that a Customer may assign to a successor in connection with a merger or sale of substantially all assets with notice to us. We may assign these Terms without consent in connection with a corporate transaction or to an affiliate. These Terms bind permitted successors and assigns.

22. Governing law

These Terms are governed by the laws of England and Wales, without regard to conflict-of-law rules that would require another jurisdiction’s law, except that:

23. Dispute resolution

Please read this section carefully.

Informal resolution first

Before filing a claim, you and NeuroClo agree to try to resolve the dispute informally by contacting hello@neuroclo.com and allowing thirty (30) days to negotiate in good faith, unless urgent injunctive relief is needed.

UK and EEA consumers

If you are a consumer habitually resident in the United Kingdom or European Economic Area, you may bring proceedings in the courts of England and Wales or in the courts of your country of residence. Nothing in these Terms deprives you of mandatory consumer protections. The arbitration and class-action waiver provisions below do not apply to UK or EEA consumers.

Business customers (UK, EEA, and elsewhere outside the U.S.)

If you are a Customer or business user (not a consumer), disputes arising out of these Terms are subject to the exclusive jurisdiction of the courts of England and Wales, unless a signed customer agreement provides otherwise (for example, arbitration or another forum).

U.S. Arbitration Agreement (U.S. users only)

This subsection applies only if you reside in, or your organisation is organised under the laws of, the United States or its territories.

Except for small-claims matters and IP injunctive relief described below, and except where prohibited by law, you and NeuroClo agree that disputes arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration administered by JAMS under its applicable rules. The arbitration will be in English. The seat may be San Francisco, California, or another mutually agreed location, and participation may occur by video where permitted. Judgment on the award may be entered in any court of competent jurisdiction.

Costs. JAMS rules govern fees. For claims under USD $75,000, NeuroClo will pay arbitration fees as required by the rules for consumer matters where applicable. We will not seek attorneys’ fees unless the arbitrator finds your claim frivolous.

Small claims and IP. Either party may bring qualifying claims in small claims court in a United States county where you live or work, or where NeuroClo may be sued. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property rights.

Jury and class waiver. TO THE EXTENT PERMITTED BY LAW, YOU AND NEUROCLO WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTIONS. Claims must be brought in an individual capacity. If the class waiver is found unenforceable, this arbitration agreement is null and void as to that proceeding, and disputes will proceed in court as set out below.

Opt-out. You may opt out of this U.S. Arbitration Agreement by emailing hello@neuroclo.com within thirty (30) days of first accepting these Terms, with your name, address, account email, and a clear statement that you opt out of arbitration.

Court venue if arbitration does not apply. If you opt out, or arbitration does not apply, U.S. judicial proceedings (other than small claims) will be brought in state or federal courts located in California, or another U.S. venue required by mandatory law, unless you are a consumer entitled to another venue under applicable law.

NeuroClo’s officers, directors, employees, and independent contractors are third-party beneficiaries of this U.S. Arbitration Agreement for purposes of enforcing it.

24. Export controls and sanctions

You may not use or export the Services in violation of U.K., E.U., or U.S. export control or sanctions laws. You represent that you are not located in a comprehensively sanctioned jurisdiction and are not a prohibited or restricted party under applicable sanctions lists.

25. Miscellaneous

You are responsible for taxes associated with your activity, except for taxes based on NeuroClo’s net income. Failure to enforce any right is not a waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary, and the remainder will continue in effect. These Terms, together with the Privacy Policy, Additional Terms, and any applicable order form, DPA, and BAA, are the complete agreement between you and NeuroClo regarding the Services and supersede prior understandings on that subject. You are not NeuroClo’s employee, agent, partner, or joint venturer, and have no authority to bind NeuroClo.

Except as expressly stated for Apple and (for U.S. users) the arbitration agreement, there are no third-party beneficiaries under these Terms.

Notices to NeuroClo should be sent to hello@neuroclo.com and, for legal notices, also to: Dealsparrow Limited, 395 Clapham Road, London, SW9 9BT, United Kingdom.

26. Contact

Dealsparrow Limited (trading as NeuroClo)

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