Quote and sample contract

1. Subscription and licence

1.1. Users. Fees are charged per user. A user is every member of the Customer's staff who signs in to MISS, whatever their role. The AI plan counts its own users under clause 2.2.

1.2. Subscription. The monthly fee is the higher of $80 per user and $6,000 a month; the order states both amounts in tenge. Both are protected as the AI plan price is under clause 2.4: fixed for the same term from signing, raised at renewal by no more than the same cap and only after the same notice, with the same right to withdraw.

1.5. The number of users at the date of signing is stated in the order. Users are added as staff join, at the same price per user (in perpetual mode: under clause 1.3). The Customer may move from subscription to licence by giving notice before the next billing period; the Supplier quotes the licence for the current number of users.

1.7. This contract contains elements of a licence contract and of a contract for paid services (the subscription, care, AI, support) (Civil Code art. 381). Each part has its own price and is paid against its own invoice.

1.9. Nusqama. Nusqama electronic briefing journals are not part of the calculation under this contract. They are enabled on a separate order from the Customer, at the Supplier's tariffs published on its website on the date of the order. The personal data of the Customer's employees in Nusqama is governed by section 7.

2. AI (Cortex)

2.1. MISS works without AI: the front desk, medical records, the laboratory and payments run the conventional way. AI is an additional service and is not included in the price per user.

2.2. AI plan and users. The Customer's AI plan is priced per user. Every member of the Customer's staff who uses AI functions is a user of the AI plan, of one of two kinds: a clinical user (a doctor, a nurse or a call-centre operator) or a staff user (any other role that uses AI functions, such as the front desk, the laboratory or administrative staff). Each kind has its own price per user per month, stated in the order. The price does not depend on how many AI requests are made, within normal work by one person per user (fair use); voice input draws on the voice pool under clause 2.8. A MISS user under clause 1.1 who uses AI functions is also a user of the AI plan; being a MISS user alone does not make a person a user of the AI plan.

2.3. AI actions. Deep analysis and research are counted as AI actions against the plan's monthly allowance stated in the order. A run that fails or returns no usable result, and a run MISS starts on its own schedule, is not counted. Nothing is charged for use above the allowance without the Customer's agreement (clause 2.8).

2.4. Price protection. The AI plan price is fixed for 12 months from signing. At renewal it may rise by no more than the lower of consumer price inflation and 5%, and only after written notice to the Customer (including by e-mail to the address in the Parties' details) given 90 calendar days before it takes effect (Civil Code art. 385); a cut to the monthly allowance needs the same notice. A lower price may apply at once. A Customer who does not accept a change may, before it takes effect, withdraw from the AI plan or from the contract without penalty; prepaid subscription and care are refunded pro rata for the unused term within 10 working days.

2.5. New AI providers. The Supplier notifies the Customer in writing at least 30 calendar days before a new provider starts processing the Customer's data. The Customer may object within that period. If the Parties do not resolve the objection, the Customer may terminate the contract without penalty, with the refund under clause 2.4. The Supplier's AI providers, with the region where each processes data, are those listed on its website at /trust/subprocessors.

2.6. Nature of AI. AI outputs are suggestions for the doctor. Every clinical decision is made by the Customer's doctor. The Supplier switches on for the Customer the AI functions that send patient information to a model only when two conditions are met. First, the Supplier has ensured that the information sent contains no surname, first name, patronymic, IIN, contact details or other information that identifies the patient. Second, the Customer has obtained the patient's written consent to AI processing of their data and to cross-border transfer to AI providers outside the Republic of Kazakhstan, including the USA (Law on Personal Data and Their Protection, art. 16; clause 7.4). Before switching AI on for the Customer, the Supplier switches on the consent check in MISS: Cortex chat sends no patient information to a model without a recorded consent. AI functions that send no patient information work without these conditions.

2.7. Changing the AI model. The Supplier may move an AI function to another model, including while the price is fixed under clause 2.4, only if the new model is equal or better: the Supplier's quality checks of that function show no drop against the current model. The price and the monthly allowance do not change. The Supplier notifies the Customer in writing at least 30 calendar days before the change. If the new model's provider is not yet on the Supplier's list of AI providers, clause 2.5 also applies.

2.8. Pools and heavy use. Each clinical user brings 1,000 weighted voice minutes a month into a voice pool shared by the Customer's whole clinic; unused minutes do not carry over. A minute of a recorded visit counts as 2 weighted minutes; a dictated minute counts as one. The monthly allowance of AI actions stated in the order is pooled in the same way. The Supplier notifies the Customer in writing when 80% of a pool is used, and again when it is used up. The Supplier never stops a dictation or a visit in progress. A recording session lasts at most 120 minutes, and each user may have one recording active at a time. If the Customer's use is over a pool in 2 of any 3 consecutive months, the Supplier calls the Customer, and from the following month the Customer buys packs at the prices stated in the order or moves to a higher AI plan; the Parties agree the choice in writing. Nothing is charged for use above a pool without the Customer's agreement.

2.9. A user's own packs. Individual users may buy additional AI packs for their own use, if the Customer allows it. The Customer can turn this off. All clinical data stays in the Customer's account regardless of who pays.

2.10. First month. The first month of the AI plan is free of charge. This is a promotional offer.

3. Changing the AI plan

3.1. The Customer may add, change or drop the AI plan from the next billing period by written notice to the Supplier.

3.2. The AI plan is billed for the number of users of each kind in the order. Users added during the term are settled at renewal.

5. The AI statement

5.1. AI charges are, for each kind of user, the number of users of that kind in the order times that kind's price; they do not depend on the volume of AI requests. For a month in which the AI plan starts or ends, the charge is prorated by calendar days: it is multiplied by the days the plan is in force in that month and divided by the number of days in the month.

5.2. On the Customer's request, the Supplier provides, within a period agreed by the Parties, a monthly statement of the AI actions counted against the allowance.

5.3. An AI statement inside MISS is being built. This clause does not oblige the Supplier to provide it before it is in service.

6. Support

6.1. Support operates 8:00–18:00 (UTC+5), Monday to Saturday. Response times are agreed by the Parties.

7. Personal data and medical secrecy

7.1. The Customer is the owner and operator of the personal-data base of its patients and employees. The Supplier is a third party: it processes that data solely on the Customer's instruction, given by this contract, only to perform the contract, and takes measures to protect it (Law on Personal Data and Their Protection, arts. 1 and 22).

7.2. Personal data is stored in a database and digital object located in the Republic of Kazakhstan (Law on Personal Data and Their Protection, art. 12). The Supplier starts processing the Customer's personal data only after MISS, backups included, is placed in a data centre in the Republic of Kazakhstan, and tells the Customer in writing where it is placed. Cross-border transfer of data is allowed only under the rules of art. 16 of the same Law and only in the cases this contract expressly provides for.

7.3. Personal medical data is passed to third parties only with the patient's consent and in the cases provided by law (Code on Public Health and the Healthcare System, arts. 60 and 61). The Customer is responsible for sending information to the electronic health passport and the other digital resources of the healthcare authority; integration of MISS with them is agreed by the Parties separately.

7.4. The Customer obtains patients' written consent (including as an electronic document) to the collection and processing of their personal data, health data included, with the Supplier as a third party and, for AI functions, to cross-border transfer to AI providers outside the Republic of Kazakhstan, including the USA (Law on Personal Data and Their Protection, arts. 8 and 16), and notifies patients of that transfer. The Supplier gives the Customer a model consent form.

7.5. The Supplier keeps the data confidential and preserves medical secrecy, gives access only to staff who need it to perform the contract, and is liable for disclosure of medical secrecy (Code on Public Health and the Healthcare System, art. 273).

7.6. The Supplier notifies the Customer of a leak of, or unauthorised access to, the data within 12 hours of discovering it, and passes on what the Customer needs to notify the authority within the period set by art. 25 of the Law on Personal Data and Their Protection. The Supplier also gives the Customer what it needs to notify the authority that processing has started, where the law requires such a notice.

7.7. The Customer's data may be used for research, statistics or model training only on a separate written instruction from the Customer, only after de-identification, and only where art. 273 of the Code on Public Health and the Healthcare System allows it.

8. Currency, taxes and invoices

8.1. All prices, tariffs and payments under the contract are set and made in the national currency of the Republic of Kazakhstan (tenge) (Civil Code art. 282). The tenge amounts stated in the order are the prices under clause 1.2 and clause 1.3, and the dollar figures in those clauses are only the basis from which they were worked out.

8.2. Prices are exclusive of VAT. If on the date of supply the Supplier is a VAT payer and the supply is not exempt from VAT, VAT is added on top of the price at the rate in force on the date of supply. The Supplier notifies the Customer in writing of a change in its VAT status no later than its first invoice with VAT.

8.3. The Supplier issues electronic invoices in the electronic invoice system in the cases the Tax Code provides for. The AI plan is paid monthly for the users in the order, within a period agreed by the Parties, after the invoice is received.

9. Liability and disputes

9.1. For late payment the Customer pays a penalty of 0.1% of the overdue amount per day, capped at 10% of that amount; for services not rendered the Supplier pays a penalty of 0.1% of the value of the unrendered part per day, capped at 10% of that value (Civil Code arts. 293 and 353).

9.2. Damages are compensated to the extent not covered by the penalty (Civil Code art. 351). The Supplier compensates actual loss only (Civil Code art. 350). The Supplier's liability for failing to render, or improperly rendering, the services is capped at the price of the services for the 12 months before the breach, multiplied by 2. The limits in this clause do not apply to wilful breach (Civil Code art. 359) or to disclosure of medical secrecy.

9.3. Before going to court the Parties must follow the written-claim procedure; the reply period is 15 calendar days. Unsettled disputes go to the specialised inter-district economic court of the city of Astana (Civil Procedure Code, arts. 8, 27 and 32).

9.4. The contract is made in Kazakh and Russian; both texts are equally authoritative (Law on Languages in the Republic of Kazakhstan, art. 15). This English text is a translation for reference.

9.5. The contract, its amendments and its termination are made on paper or as an electronic document signed with the Parties' electronic digital signatures. Notices under the contract are also sent by e-mail to the addresses in the Parties' details and count as written.