Terms of Service

Version 4.0.0

Effective January 1st, 2026

Part A - Master Terms

1. Introduction

1.1 These Terms of Service (the “Terms”) govern the access to and use of the Scribo Services provided by Scribo Limited, a private company limited by shares incorporated in Hong Kong (“Scribo”, “we”, “our” or “us”), whose registered particulars, registered office and contact details are set out in Section 32, by you, whether a natural person or a legal person (the “Licensee”, “you” or “your”). Scribo and you are each a “Party” and together the “Parties”.

1.2 These Terms take effect on the earliest of the date on which you (a) click “I agree” (or a similar button or checkbox), (b) place an Order, or (c) first access or use any part of the Scribo Services (the “Effective Date”). These Terms need not be signed to be binding. For No-Charge Products, you also indicate your acceptance by accessing or using the applicable No-Charge Product.

1.3 If you accept these Terms on behalf of a legal person, you represent and warrant that you have full legal authority to bind that legal person, and your acceptance will be treated as acceptance by that legal person. You further represent and warrant that you have authority to bind the Organisation in respect of which a Scribo Organisation Account is created, and each Subscribed Practice in respect of which a Scribo Practice Account is created within it.

1.4 The following are incorporated into and form part of these Terms:

the Privacy Policy;
the Data Processing Terms at Schedule 3;
the Cookie Policy;
the Trademark and Brand Usage Policy;
the Acceptable Use provisions at Section 5; and
any Module-specific terms at Schedule 1 and Schedule 2 applicable to the Modules you have subscribed to.

1.5 Subject to your continuing compliance with these Terms and payment of all applicable fees, Scribo grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable right, during the Subscription Term, to access and use the Modules and Add-Ons identified in your Order solely for the Permitted Purpose and in accordance with these Terms and Applicable Laws. No other rights are granted, whether expressly, by implication, by estoppel or otherwise. All rights not expressly granted are reserved to Scribo.

1.6 The Scribo Services are not available to any person who is not legally capable of being bound by these Terms, or whose access has been suspended, revoked or terminated.

2. Structure of these Terms and order of precedence

2.1 The Scribo Services are made available as separate, individually subscribable modules (each a “Module”). As at the date of these Terms, the Modules are:

(a) Scribo® Clinic — cloud practice-management software for medical, dental and allied clinics and premises of similar character. Its use is governed by Schedule 1, in addition to Part A.

(b) Scribo® Pharmacy — cloud pharmacy-management software for Authorized Sellers of Poisons and premises of similar character. Its use is governed by Schedule 2, in addition to Part A.

Scribo may introduce, rename, combine, separate or withdraw Modules in accordance with Section 26. Your subscription confers rights only in respect of the Modules identified in your Order.

Scribo also develops and makes available, from time to time, optional software products that are complementary to the Modules. These are referred to in these Terms as Add-Ons. An Add-On is not a Module and is not governed by a Module Schedule; Add-Ons are governed by Section 13 and by any applicable Add-On Terms.

2.2 Part A applies to all Modules. A Schedule in Part B applies only if, and only for so long as, you subscribe to the corresponding Module. If you subscribe to more than one Module, each applicable Schedule applies to your use of that Module.

2.3 In the event of conflict or inconsistency, the following order of precedence applies (highest first):

any executed written agreement between the Parties expressly stating that it overrides these Terms;
the applicable Order;
Schedule 3 (Data Processing Terms), in respect of the Processing of Personal Data;
the applicable Add-On Terms, in respect of the Add-On to which they relate;
the applicable Module Schedule (Schedule 1 or Schedule 2);
Part A of these Terms; and
the other policies incorporated by Section 1.4.

2.4 These Terms may be made available in English and in traditional Chinese. In the event of any inconsistency, the English version prevails.

o Services or Additional Services.

3. Definitions

In these Terms, unless the context requires otherwise:
“Additional Services” means implementation, configuration, data migration, training, hardware setup and configuration, integration, premier or priority support, or other professional services identified in an Order. Additional Services do not include the standard support included in a subscription.

“Additional User” means a Licensed User in excess of the User Quota applicable to a Scribo Practice Account.

“Additional User Fee” means the fee payable in respect of each Additional User for each Billing Month, at the rate set out in the applicable Order or, if not stated there, at Scribo’s then-current published rate.

“Add-On” means a software product, feature set, application or tool that Scribo makes available as an optional complement to one or more Modules and which is identified as an Add-On in an Order. An Add-On is not a Module, and a subscription to an Add-On does not of itself confer access to any Module. An Add-On is a Scribo product made available to customers generally, and is distinct from Our Deliverables produced for you under Section 13.3.

“Add-On Terms” means the additional terms and conditions (if any) applicable to a particular Add-On, as set out in or referred to by the applicable Order, or otherwise notified to you before you place that Order.

“Affiliate” means, in relation to a Party, any person that controls, is controlled by, or is under common control with that Party, where “control” means the power, whether by contract, equity ownership or otherwise, to direct the management or policies of a person.

“Applicable Laws” means all applicable statutes, ordinances, subsidiary legislation, common law, rules, regulations, licensing conditions, codes of practice, professional codes, directions, guidance and orders of any Governmental Authority or professional regulatory body, in each case as amended from time to time.

“Authorized Seller of Poisons” or “ASP” means a person listed in the register of authorized sellers of poisons kept under the Pharmacy and Poisons Ordinance (Cap. 138).

“Authorised Staff” means an individual who is an employee of, or a contractor rightfully engaged and delegated by, a Practice Owner, and who is permitted by the Practice Owner to access and use the Scribo Services in connection with the operation of a Subscribed Practice, and who — where the relevant Module or activity so requires — acts under the supervision of a Registered Health Professional in accordance with Applicable Laws.

“Basic Prescribed Items Limit” means the maximum number of Prescribed Items that may be Processed under a Scribo Pharmacy Account in a Billing Month without an Overage Charge becoming payable, as set out in the applicable Order or in the quotation issued to you.

“Billing Month” means each calendar month, or part of a calendar month, falling within the Subscription Term.

“Clinical Decision Support Function” means any feature of the Scribo Services that generates, displays, suggests, calculates, flags, ranks, filters or otherwise presents information capable of informing a clinical, dispensing, therapeutic or professional decision, including drug–drug interaction and duplicate-therapy alerts, allergy and contraindication checks, dose and dose-titration calculations, dispensing quantity and Dispensing Algorithm outputs, formulary and prescribing suggestions, and expiry, batch and recall alerts.

“CTR” means the Computerised Transaction Record for Supply of Antimicrobials operated by the Drug Office of the Department of Health of the Hong Kong Special Administrative Region, and any successor or replacement system.

“Dispensing Algorithm” means a rule, formula, template or configuration used by a Module to derive dispensing outputs (including quantities, pack breakdowns, dosing schedules, tapering and titration schedules, and label directions) from prescription or order inputs, whether supplied by Scribo as a default or created, modified or configured by or for you.

“Drug Entity” means a drug in a specific dosage form to be dispensed to a patient, regardless of the number of individual drug items, units, strengths or pack presentations required to make up the prescribed dosage. Preparations of the same drug in different dosage forms are different Drug Entities. Preparations of the same drug in the same dosage form but of different strengths are a single Drug Entity.

“eHRSS” means the Electronic Health Record Sharing System established under the Electronic Health Record Sharing System Ordinance (Cap. 625), including the interface commonly known as 醫健通 / eHealth, and any successor system.

“End User” means a patient, customer or other individual who interacts with the Scribo Services, or whose Personal Data is Processed in the Scribo Services, as a patient or customer of a Subscribed Practice.

“Feedback” means comments, questions, ideas, suggestions, error reports or other feedback relating to the Scribo Services, Support or Additional Services.

“Governmental Authority” means any government, government department, regulator, statutory body, board, court or tribunal, including the Department of Health, the Drug Office, the Pharmacy and Poisons Board of Hong Kong, the Medical Council of Hong Kong, the Office of the Privacy Commissioner for Personal Data, and the Commissioner for the Electronic Health Record.

“Licensed User” means an individual who holds an active Practice Member Account under your Scribo Practice Account and is permitted to access a Module.

“Metered Usage” means usage of a Module that is measured for charging purposes, including the number of Prescribed Items Processed under a Scribo Pharmacy Account.

“Module” has the meaning given in Section 2.1.

“No-Charge Product” has the meaning given in Section 25.1.

“Order” means Scribo’s applicable online order page, checkout flow, in-product screen, quotation or other Scribo-approved ordering document or process describing the Modules and services you are ordering and their permitted scope of use. As applicable, an Order identifies: (a) the Modules and any Add-Ons; (b) the Subscription Term, the Subscribed Practice, the User Quota, the Basic Prescribed Items Limit (where applicable), and any other entitlement, storage or scope-of-use parameter; and (c) for paid Orders, the Subscription Fee, any Additional User Fee, any Set-Up Fee, any fee for an Add-On, the Overage Charge tiers, billing and renewal terms, currency and payment method. An Order may also include Additional Services.

“Organisation” means the body, undertaking or group on whose behalf a Scribo Organisation Account is created, whether or not it is a legal person, and which operates or controls one or more Subscribed Practices.

“Organisation Administrator” means the Scribo User designated as administrator of a Scribo Organisation Account under Section 8.4.1.

“Our Deliverables” means any materials, deliverables, modifications, derivative works or developments provided by Scribo in connection with Additional Services.

“Our Technology” means the Scribo Services, Our Deliverables, their look and feel, all related and underlying technology (including Dispensing Algorithms and Clinical Decision Support Functions supplied by Scribo, models, rules, data structures and Reference Data compilations), and any modifications or derivative works of the foregoing, including as they may incorporate Feedback.

“Overage Charge” means the amount payable in respect of Metered Usage exceeding an applicable entitlement, calculated on the tiered basis described in the Annex to Schedule 2, at the rates and bands set out in the applicable Order or otherwise notified to you by Scribo.

“Partner” means a third party with which Scribo has an arrangement for the making available of a Partner Offering.

“Partner Offering” means a product, service, software application, platform, application programming interface, messaging gateway, point-of-sale system, database, dataset, algorithm, model, intelligence or content owned, operated, licensed or provided by a Partner, which is integrated into, interfaced with, or made accessible through a Module or an Add-On. A Partner Offering is not part of the Scribo Services and is not an Add-On.

“Permitted Purpose” means the direct or indirect operation, administration and management of the operations of a Subscribed Practice, using the normal functionality of the Modules subscribed to, and for no other purpose.

“Personal Data” has the meaning given in the Personal Data (Privacy) Ordinance (Cap. 486) (“PDPO”).

“Practice Data” means all data, records and content relating to a Subscribed Practice and its End Users that is submitted to, generated in, or Processed by the Scribo Services in connection with your Scribo Practice Account, including patient and customer records, consultation and dispensing records, prescriptions, inventory and transaction records, and Personal Data. Practice Data is a subset of User Content.

“Practice Member” means an individual whom you or your Affiliate permits or invites, and who accepts that invitation, to (a) join your Scribo Practice Account using an existing Scribo User Account, or (b) create a Scribo User Account and use it to join your Scribo Practice Account. For the avoidance of doubt, an individual invited by a Practice Member for the same purpose, and an individual whose Scribo Account is registered with an email address from a domain you have verified, is also a Practice Member.

“Practice Member Account” means a Scribo User Account used by a Practice Member to join or access a Scribo Practice Account.

“Practice Owner” means a person that owns, whether by equity ownership or otherwise, a Subscribed Practice.

“Prescribed Item” means one (1) Drug Entity dispensed, or Processed by a Module for dispensing, for a supply period of up to four (4) weeks. Where a single Drug Entity is dispensed or Processed for a supply period exceeding four (4) weeks, each period of four (4) weeks and each remaining part of such a period constitutes a separate Prescribed Item.

By way of illustration: metoprolol tartrate prescribed at 150mg twice daily by oral administration for twenty-eight (28) days, and dispensed in a single dispensing episode as fifty-six (56) 100mg metoprolol tartrate oral tablets together with fifty-six (56) 50mg metoprolol tartrate oral tablets, is one (1) Prescribed Item.

The number of Prescribed Items attributable to a single Drug Entity is accordingly the supply period in weeks divided by four (4), rounded up to the next whole number. A supply period of four (4) weeks or less is one (1) Prescribed Item. A supply period of six (6) weeks is two (2) Prescribed Items, being four (4) weeks together with a remaining two (2) weeks. A supply period of eight (8) weeks is two (2) Prescribed Items. A supply period of nine (9) weeks is three (3) Prescribed Items.

“Process” and “Processing” mean any operation performed on data, including collection, holding, recording, organisation, storage, adaptation, retrieval, use, disclosure, transfer, erasure and destruction.

“Reference Data” means drug, product, clinical, formulary, pricing, regulatory or other reference information made available in or through the Scribo Services, including data derived from the register of pharmaceutical products maintained by the Department of Health, public registers and datasets, and third-party licensors.

“Registered Health Professional” means an individual registered or otherwise lawfully entitled to practise in Hong Kong under the Medical Registration Ordinance (Cap. 161), the Dentists Registration Ordinance (Cap. 156), the Pharmacy and Poisons Ordinance (Cap. 138), the Chinese Medicine Ordinance (Cap. 549), the Nurses Registration Ordinance (Cap. 164), the Supplementary Medical Professions Ordinance (Cap. 359), the Veterinary Surgeons Registration Ordinance (Cap. 529) or other comparable enactment, in each case in a capacity relevant to the activity in question.

“Registered Pharmacist” means a person registered as a pharmacist under the Pharmacy and Poisons Ordinance (Cap. 138).

“Scribo Account” means a Scribo User Account, a Scribo Organisation Account or a Scribo Practice Account.

“Scribo Organisation Account” means an account created on the Scribo Platform by a Scribo User that represents an Organisation, and within which one or more Scribo Practice Accounts are created, held and administered. A Scribo Organisation Account does not itself provide access to any Module.

“Scribo Platform” means the Scribo® software application and related utilities, application programming interfaces, tools and interfaces made available by Scribo.

“Scribo Practice Account” means an account created on the Scribo Platform by a Scribo User, within a Scribo Organisation Account, in respect of a single Subscribed Practice, which acts as the platform for the direct or indirect operation and management of all or part of that Subscribed Practice’s operations. A Scribo Practice Account is of one of the following types:

a “Scribo Clinic Account”, corresponding to a single clinic or premises of similar character and enabling access to Scribo® Clinic; or
a “Scribo Pharmacy Account”, corresponding to a single pharmacy or premises of similar character and enabling access to Scribo® Pharmacy.

Each Scribo Practice Account corresponds to one Subscribed Practice, identified by the business registration number (or equivalent registration identifier) and, where applicable, the licence number under which that Subscribed Practice operates in its jurisdiction. A separate Scribo Practice Account is required in respect of each Module, including where a clinic and a pharmacy operate at the same premises under common ownership.

“Scribo Services” means the provision of access to the cloud-based software-as-a-service Modules and Add-Ons comprised in or made available through the Scribo Platform, together with any related support and training services provided by Scribo, hosted on and made available through Amazon Web Services, Google Cloud Platform, Cloudflare and related infrastructure providers, which aggregate information from disparate sources and provide a platform to assist Registered Health Professionals and Authorised Staff working for one or more Subscribed Practices in managing (a) patient, customer, dispensing and transaction data captured and stored at those Subscribed Practices; and (b) a range of other operations at those Subscribed Practices, in each case as further described in the applicable Module Schedule. “Scribo Service” is construed accordingly.

“Scribo User” means an individual who uses a Scribo User Account to access or use the Scribo Services, or who receives Additional Services.

“Scribo User Account” means an account created on the Scribo Platform by a Scribo User that enables, identifies and represents that individual in accessing or using the Scribo Services.

“Set-Up Fee” means a one-off, non-recurring fee payable in respect of the implementation, configuration, provisioning or enablement of a Module, an Add-On or an Additional Service, as set out in the applicable Order.

“Subscribed Practice” means a single clinic, pharmacy or premises of similar character that you own, practise at or work for and in respect of which a Scribo Practice Account has been created for the purpose of accessing the Scribo Services. A “Subscribed Clinic” is a Subscribed Practice in respect of which a Scribo Clinic Account exists; a “Subscribed Pharmacy” is a Subscribed Practice in respect of which a Scribo Pharmacy Account exists.

“Subscription Fee” means the flat fee payable for a subscription to a Module in respect of a Subscribed Practice for a Subscription Term, as set out in the applicable Order. The Subscription Fee does not include any Additional User Fee, Overage Charge or fee for Additional Services.

“Subscription Term” means the subscription period for a Scribo Practice Account set out in the applicable Order.

“Support” means the support Scribo provides for the Scribo Services or Additional Services, at the level (if any) specified in the applicable Order.

“Third-Party Terms” means the terms on which a Partner or other third party makes a Partner Offering or other third-party service available.

“Trust Centre” means Scribo’s online trust centre at https://scribo.trust.site/, or at such other address as Scribo may notify, through which Scribo publishes information about its information security and compliance posture, its control framework, its policy and document library and its list of sub-processors.

“User Content” means any data, content, code, video, images, configurations (including Dispensing Algorithms you create or configure) or other materials of any type that a Scribo User submits to the Scribo Services or Additional Services. “Submit” includes submitting, uploading, transmitting, inputting or otherwise making available.

“User Quota” means the number of Licensed Users that may access a Module under a Scribo Practice Account without an Additional User Fee becoming payable, as set out in the applicable Order or in the quotation issued to you.

“Website” means www.scribo.com.hk and any other website operated by Scribo.

In these Terms: (a) “including” and “in particular” are not words of limitation; (b) references to an enactment include subsidiary legislation made under it and that enactment as amended, extended, consolidated or re-enacted; (c) the singular includes the plural and vice versa; (d) references to a gender include every gender; and (e) headings are for convenience only.

4. Scope of use and Permitted Purpose

4.1 You may access and use each Module only for the Permitted Purpose, only in respect of the Subscribed Practice to which the relevant Scribo Practice Account corresponds, and only within the scope of use set out in the applicable Order.

4.2 You must not use a Module in respect of any premises, business or undertaking other than the Subscribed Practice identified in the applicable Order. If you operate more than one clinic or pharmacy, a separate Scribo Practice Account and a separate subscription are required for each. Multiple Scribo Practice Accounts may be created and administered within a single Scribo Organisation Account, but each remains a separate subscription and a separate unit of charge.
4.3 You must ensure that your use of each Module, and each Module’s configuration, remains at all times consistent with the licences, registrations, permits and authorisations held by you and the Subscribed Practice, and with the scope of practice of each Licensed User.
4.4 Accurate information. You must provide accurate, current and complete information when registering a Scribo Account and must keep that information up to date, including information concerning the Subscribed Practice’s business registration, licences and responsible professionals.

5. Restrictions and acceptable use

5.1 As a condition of the licences granted under these Terms, you must not, and must not attempt to, and must not permit or assist any third party to:

(a) access or use the Scribo Services, Additional Services or Website other than for the Permitted Purpose and through their normal functionality;

(b) distribute any part of the Scribo Services, Additional Services or Website, including any content developed or created by Scribo and made available through them (“Scribo Content”), in any medium without Scribo’s prior written authorisation, unless Scribo makes available the means for such distribution as part of the functionality offered;

(d) access Scribo Content through any technology or means other than as Scribo expressly designates;

(e) circumvent, disable or otherwise interfere with any security-related feature of the Scribo Services or Website, or any feature that prevents or restricts use or copying of Scribo Content, or that enforces limitations on use;

(f) without Scribo’s written permission, sell access to the Scribo Services or Scribo Content, or sell advertisements, sponsorships or promotions placed on or within the Scribo Services or Scribo Content;

(g) use or launch any automated system (including any robot, spider, scraper or offline reader) that accesses the Scribo Services, other than through an interface expressly made available by Scribo for that purpose;

(h) collect or harvest Personal Data of other Scribo Users or users of the Website;

(i) use the Scribo Services, Additional Services or Website for spamming, advertising or other solicitation of business, or to solicit Scribo Users or users of the Website for commercial purposes;

(j) copy, reproduce, modify, distribute, transmit, broadcast, display, sell, license or otherwise exploit any Scribo Content, or create derivative works of the Scribo Services or Additional Services, other than as expressly permitted;

(k) share login credentials or passwords, or permit use of a Scribo User Account by any other person. User identifiers are issued to individual, named persons and must not be shared. You are responsible for maintaining the confidentiality of your Scribo User Account credentials and for all activity occurring under your Scribo User Account. You must notify Scribo immediately of any unauthorised use of a Scribo Account or credential, or any other breach of security;

(l) use the Scribo Services, Additional Services, Website, Scribo Content or User Content to harass, threaten, impersonate or intimidate any person;

(m) submit any content that is unlawful, harmful, threatening, violent, sexually explicit, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another’s privacy, hateful or otherwise objectionable;

(n) submit any content that infringes the copyright, trademark, publicity, privacy or other rights of any third party;

(o) submit any unsolicited or unauthorised advertising, promotional material, junk mail, spam, chain letters, pyramid schemes, affiliate links or other solicitation;

(p) submit any malware, adware, spyware, virus or other software of a destructive or malicious nature, or use the Scribo Services in a manner that imposes an unreasonable or disproportionate load on Scribo’s infrastructure;

(q) violate any Applicable Laws in connection with your use of the Scribo Services, Additional Services or Website, including intellectual property, data protection, pharmaceutical, medicines and advertising laws;

(r) use the Scribo Services, Additional Services or Website for any illegal or unauthorised purpose;

(s) without Scribo’s written permission, use the Scribo Services, Additional Services, Website, Scribo Content or User Content to suggest falsely any affiliation with, sponsorship by, or endorsement by Scribo;

(t) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public application programming interfaces of the Scribo Services or Additional Services, except to the extent expressly permitted by Applicable Laws and then only on prior written notice to Scribo;

(u) remove or obscure any proprietary or other notice contained in the Scribo Services or Additional Services;

(v) publicly disseminate information regarding the performance of the Scribo Services or Additional Services, or use them for competitive analysis or to build competing products;

(w) use any Module in respect of activities, premises or products for which you do not hold the licences, registrations or authorisations required by Applicable Laws;

(x) rely on a Clinical Decision Support Function as a substitute for the independent professional judgement required by Section 9;

(y) access the Scribo Services or Additional Services if your access has been suspended, revoked or terminated; or

(z) encourage or assist any third party to do any of the foregoing.

5.2 If you are the Owner of a Scribo Practice Account under Section 8.4.2, any failure by you or by a Practice Member to comply with Section 5.1 or any other provision of these Terms constitutes a breach of these Terms by you.

5.3 Scribo may audit your use of the Scribo Services, at Scribo’s own cost and on reasonable prior notice, to determine whether that use complies with these Terms and Applicable Laws. Audits will be conducted so as to minimise disruption to the Subscribed Practice and will not require disclosure of Practice Data beyond what is reasonably necessary. An audit may include verification of the number of Licensed Users and of Metered Usage. If an audit reveals that you or a Practice Member has exceeded the permitted scope of use (including any User Quota or Basic Prescribed Items Limit), or that Metered Usage has been understated, Scribo may require you to pay promptly the Additional User Fees, Overage Charges or other fees applicable to that use, and may limit or terminate that use or your use of the Scribo Services.

6. System requirements

6.1 Use of the Scribo Services or Additional Services requires one or more compatible devices, internet access and certain software (in each case, fees may apply), and may require updates or upgrades from time to time. Certain Modules require additional peripheral hardware (which may include label printers, barcode scanners, receipt printers and cash drawers). Your ability to access and use the Scribo Services may be affected by the performance of these elements. High-speed internet access is recommended. Such system requirements, which may change from time to time, are your responsibility.

6.2 The Scribo Services are designed for use with the current and immediately preceding major versions of Google Chrome and Microsoft Edge. Scribo recommends Google Chrome. Other browsers are not supported. Scribo strongly recommends keeping browsers current to avoid security issues and to benefit from evolving web standards.

7. Eligibility

7.1 You may use the Scribo Services only if you have been granted the licences under Section 1.5 and you are an Eligible Person for the relevant Module.

7.2 An “Eligible Person” means, in respect of a Module, an individual who satisfies the eligibility criteria for that Module set out in the applicable Module Schedule. Across all Modules, an Eligible Person must be either a Practice Owner, a Registered Health Professional acting within the scope of their registration, or an Authorised Staff.

7.3 You must not permit any person who is not an Eligible Person (an “Ineligible Person”) to access, use or otherwise interact with the Scribo Services. If Scribo determines that an Ineligible Person has created or used a Scribo Account, Scribo may suspend or terminate that Scribo Account and, subject to Section 21, remove the data and content stored in it.

7.4 You must notify Scribo in writing without undue delay, and in any event within seven (7) calendar days, if:

(a) any licence, registration, permit or authorisation held by you or the Subscribed Practice and relevant to a subscribed Module is suspended, cancelled, surrendered, made subject to conditions or not renewed;

(b) Licensed User ceases to be an Eligible Person, including on cessation of employment or engagement, or on removal, suspension or conditional registration by a professional regulator; or

(c) you or the Subscribed Practice becomes the subject of disciplinary or enforcement proceedings by a Governmental Authority that are reasonably likely to affect eligibility.

7.5 If you are the Owner of a Scribo Practice Account, you are responsible for all acts and omissions of Practice Members in relation to that Scribo Practice Account and the Subscribed Practice, including any breach of these Terms, as if they were your own. Each Scribo User must be assigned a single Scribo User Account with unique authentication credentials. Each Scribo User Account may be accessed and used only by the Scribo User to whom those credentials were assigned. You are responsible for all use of the Scribo Services by any person using credentials assigned to you or to your Practice Members, even where unauthorised by you. Scribo may suspend or terminate any authentication credential at any time on reasonable suspicion of unauthorised use or misuse. You must promptly deactivate the credentials of any individual who ceases to be a Licensed User, and must notify Scribo immediately of any loss, misuse, unauthorised use or disclosure, or other compromise of any credential.

7.6 Scribo may, but is not obliged to, verify at any time (a) that an Organisation in respect of which a Scribo Organisation Account is created or held is a healthcare practice or the operator of one; (b) that a Subscribed Practice is lawfully operated and holds the licences, registrations, permits and authorisations required by Applicable Laws for the Modules subscribed to; and (c) the identity, role and eligibility of any Scribo User. Verification may include contacting you by telephone, email or other means, requesting documentary evidence, and making enquiries of any public register.

7.7 You must respond promptly and accurately to any reasonable request made by Scribo for the purposes of Section 7.6, and must provide such documentary evidence as Scribo reasonably requests. Paragraph 2.4 of Schedule 2 applies in addition in respect of a Subscribed Pharmacy.

7.8 Where Scribo has initiated verification, Scribo may withhold the creation of a Scribo Organisation Account or a Scribo Practice Account, withhold or limit access to any Module, or decline an Order, until verification has been completed to Scribo’s reasonable satisfaction. If verification is not completed within a reasonable period, or if it indicates that the Organisation is not a healthcare practice or the operator of one, or that a Subscribed Practice or Scribo User is not eligible, Scribo may decline to create the relevant Scribo Account, or may suspend or terminate it under Sections 7.3 and 20.2.

7.9 Verification is undertaken for Scribo’s own risk management, compliance and regulatory purposes, having regard to the fact that the Scribo Services may be used to generate prescriptions, dispensing records, medicine labels and other clinical and medical documentation. Accordingly:

(a) Scribo is under no obligation, whether to you or to any other person, to carry out verification in respect of any Scribo Account, or to carry it out to any particular standard, by any particular means or within any particular period, and Scribo may carry out verification in some cases and not in others;

(b) the fact that Scribo has carried out verification, or has not carried it out, is not a representation, warranty, approval, endorsement, accreditation, certification or confirmation by Scribo that any Organisation, Subscribed Practice or Scribo User is eligible, lawfully operated, appropriately licensed, competent or suitable;

(c) verification does not relieve you of, reduce, or transfer to Scribo, any warranty, obligation or responsibility under these Terms, including under Sections 4, 7.4, 7.5, 9, 11 and 22.2, and no person may rely on the fact of verification as evidence that any such warranty or obligation has been discharged; and

(d) verification speaks only as at the time it is undertaken. Scribo does not monitor continuing eligibility, and Section 7.4 continues to apply.

7.10 Personal Data collected by Scribo for the purposes of Section 7.6 is Processed by Scribo as data user, in accordance with the Privacy Policy and Section 15.1, and not as a data processor on your behalf.

8. Accounts, roles and user entitlements

8.1 Accounts, roles and user entitlements

Subject to Section 7, an individual must register a Scribo User Account with a valid email address in order to access, subscribe to and use the Scribo Services. The Scribo User Account is that individual’s own credential, and is the first of the three levels of account described in this Section: the Scribo User Account, the Scribo Organisation Account and the Scribo Practice Account.

Having logged in, a Scribo User may (a) create a Scribo Organisation Account under Section 8.2, in which case that Scribo User is designated its Organisation Administrator under Section 8.4.1; (b) create a Scribo Practice Account within a Scribo Organisation Account, in which case that Scribo User is designated its Owner under Section 8.4.2; or (c) join an existing Scribo Practice Account on receipt and acceptance of an invitation.

A Scribo User Account is personal to the individual who registers it. Where that individual acts for more than one Organisation, the same Scribo User Account may hold roles under more than one Scribo Organisation Account and under Scribo Practice Accounts within each of them. Section 8.4.9 governs that position.

8.2 Scribo Organisation Account

8.2.1 Every Scribo Practice Account must sit within a Scribo Organisation Account. Before a Scribo Practice Account may be created, a Scribo User must first create a Scribo Organisation Account representing the Organisation on whose behalf the Subscribed Practice or Practices are operated. A Scribo Practice Account cannot exist independently of a Scribo Organisation Account.

8.2.2 A Scribo Organisation Account is an administrative container. It does not itself provide access to any Module and is not a platform for the operation of any Subscribed Practice. Its function is to group one or more Scribo Practice Accounts, to hold the Organisation’s account, billing and administrative particulars, and to enable organisation-level administration under Section 8.4.

8.2.3 A Scribo Organisation Account may contain one or more Scribo Practice Accounts, which may relate to Subscribed Clinics, Subscribed Pharmacies or both. Each Scribo Practice Account within it corresponds to a single Subscribed Practice, and Section 4.2 continues to apply.

8.2.4 You must provide accurate, current and complete particulars of the Organisation, including whether it is a legal person and, if so, its registration particulars, and must keep those particulars current. Scribo may require documentary evidence, and Sections 7.6 to 7.10 apply to the verification of an Organisation and of any Subscribed Practice within it.

8.2.5 The person who accepts these Terms in respect of a Scribo Organisation Account is responsible for (a) compliance with these Terms by every Scribo Practice Account within it and by every Practice Member; and (b) all fees payable in respect of every Scribo Practice Account within it, as if they were its own. Where a Subscribed Practice within a Scribo Organisation Account is operated by a legal person other than the person who accepted these Terms in respect of that Scribo Organisation Account, that legal person and that person are jointly and severally liable in respect of that Scribo Practice Account.

8.2.6 Grouping Subscribed Practices within a Scribo Organisation Account has no effect on licensing or registration. Each Subscribed Practice must hold in its own right every licence, registration, permit and authorisation required by Applicable Laws, and no Subscribed Practice may rely on a licence, registration, permit or authorisation held by another Subscribed Practice or by the Organisation.

8.2.7 No Subscription Fee is payable in respect of a Scribo Organisation Account as such. Fees are charged per Scribo Practice Account in accordance with Section 12 and the applicable Module Schedule.

8.2.8 Where Subscribed Practices within a Scribo Organisation Account are operated by different legal persons, the person who accepts these Terms in respect of that Scribo Organisation Account does so on behalf of each of those legal persons as well as on its own behalf, and stands behind their obligations under these Terms. Section 8.2.5 applies.

8.3 Scribo Practice Account

A Scribo Practice Account is created within a Scribo Organisation Account under Section 8.2 and is the level at which Modules are subscribed to, accessed and charged. A Scribo Practice Account is (a) intended for the direct or indirect operation and management of all or part of the operations of a single Subscribed Practice; and (b) capable of having its Owner invite multiple Scribo User Accounts to join it under designated roles in order to work collaboratively in support of that Subscribed Practice’s operations. A Scribo User Account holding a role under a Scribo Practice Account is a “Scribo Practice User Account” of that Scribo Practice Account.

8.4 Roles and permissions

8.4.1 The Scribo User who initiates and submits the request to create a Scribo Organisation Account is automatically designated its administrator (the “Organisation Administrator”). The Organisation Administrator may create Scribo Practice Accounts within the Scribo Organisation Account, administer them, and exercise such other organisation-level rights as the Scribo Platform makes available. If you are an Organisation Administrator, you are responsible for ensuring that each Scribo Practice Account you create relates to a Subscribed Practice that the Organisation is entitled to operate, and that Section 8.2.6 is observed in respect of each of them.

8.4.2 The Scribo User who initiates and submits the request to create a Scribo Practice Account is automatically designated its administrator (the “Owner”). There is one Owner per Scribo Practice Account. The Owner of a Scribo Practice Account may be changed by Scribo on the written request of the Practice Owner or of the Organisation Administrator, supported by such evidence of identity and authority as Scribo reasonably requires. Scribo is not obliged to act on a request made by any other person, and may decline any request where the identity or authority of the person making it cannot be established to Scribo’s reasonable satisfaction.

8.4.3 Scribo Practice User Accounts are made available in roles that differ by Module, as set out in the applicable Module Schedule. The Owner may create and configure sets of permissions and assign roles to Scribo Practice User Accounts, including to the Owner’s own account. Roles are independent of one another and more than one role may be assigned to a Scribo Practice User Account, save where a Module Schedule or Applicable Laws provide otherwise.

8.4.4 If you use a Scribo Practice User Account, the Owner is entitled to control your activities on that Scribo Practice Account to a material extent and may, among other things, (a) suspend or freeze your access; and (b) read, copy or export User Content you have created or stored in that Scribo Practice Account.

8.4.5 The Scribo User registered with the Scribo User Account holding the role of Owner is financially responsible for all fees associated with access to and use of the Scribo Services under that Scribo Practice Account, and is treated as the contact person for those matters at the Subscribed Practice unless Scribo is notified otherwise in writing.

8.4.6 The Scribo Platform enables a person holding a role at Scribo Organisation Account level, including the Organisation Administrator, to access, read, copy and export Practice Data held in more than one Scribo Practice Account within the same Scribo Organisation Account. Scribo may from time to time make available features by which that access can be restricted, or by which additional authentication may be required before Practice Data of one Subscribed Practice is displayed to a person acting for another. The selection and configuration of any such feature is a matter for you.

8.4.7 In relation to the access described in Section 8.4.6, you warrant and undertake that (a) you have the authority, consents and legal bases necessary for the Practice Data of one Subscribed Practice to be accessible to persons acting for the Organisation or for another Subscribed Practice; (b) you have given all notices required under the PDPO to the individuals concerned; (c) you restrict that access to persons who require it, and have configured such restriction and authentication features as Scribo makes available accordingly; and (d) you keep that configuration under review. You acknowledge that, where Subscribed Practices within a Scribo Organisation Account are operated by different legal persons or hold different licences, access by one to the Practice Data of another is a transfer between separate data users which requires its own basis under the PDPO, and is not rendered lawful by the fact that the Scribo Practice Accounts sit within the same Scribo Organisation Account.

8.4.8 You must not use the access described in Section 8.4.6 in respect of data whose onward disclosure is restricted by Applicable Laws. In particular, data obtained from eHRSS may be used only as permitted by the Electronic Health Record Sharing System Ordinance (Cap. 625) and the applicable sharing consent, and must not be made available to another Subscribed Practice merely because that Subscribed Practice sits within the same Scribo Organisation Account. Paragraph 6 of Schedule 1 applies.

8.4.9 An individual may hold roles under more than one Scribo Organisation Account, and under Scribo Practice Accounts within each. Where that is so:

(a) a role, permission or right of access granted under one Scribo Organisation Account applies only to that Scribo Organisation Account and to the Scribo Practice Accounts within it, and confers no right of access to any other Scribo Organisation Account or to any Scribo Practice Account within it;

(b) the Scribo Platform does not prevent, by technical means, an individual who holds roles under more than one Scribo Organisation Account from accessing Practice Data held under one of them while acting under another. Section 8.4.10 applies;

(c) each Organisation is responsible under Section 8.2.5, and each Owner is responsible under Section 7.5, only in respect of that individual’s acts and omissions under its own Scribo Organisation Account and the Scribo Practice Accounts within it;

(d) an Organisation Administrator or an Owner may see and control that individual’s roles, permissions and activity under its own accounts only, and not under those of any other Organisation; and

(e) where Scribo is notified under Section 7.4, or otherwise becomes aware, that an individual has ceased to be an Eligible Person, Scribo may suspend or terminate that individual’s Scribo User Account and every role held under it, under every Scribo Organisation Account, notwithstanding that the matter was notified by or concerns only one of them.

8.4.10 The Scribo Services are designed so that a Registered Health Professional who works for more than one practice, including a locum, can reach the Practice Data they need quickly and without maintaining separate credentials. A consequence of that design is that the Scribo Platform does not restrict, by technical means, an individual who holds roles under more than one Scribo Organisation Account from accessing Practice Data held under any of them. You acknowledge and agree that:

(a) Practice Data of your Subscribed Practices may be accessible to an individual to whom you have granted a role at times when that individual is acting for another Organisation;

(b) Practice Data of another Organisation may be accessible to an individual to whom you have granted a role, and you must not access, use, retain or permit any person to access, use or retain Practice Data of another Organisation otherwise than as that other Organisation permits and as Applicable Laws allow;

(c) you are responsible for deciding to whom you grant a role, for the scope of the permissions you grant, and for withdrawing them promptly once they are no longer required, and Section 8.4.7 applies to that decision;

(d) Scribo does not monitor, and is not able to tell you, whether an individual to whom you have granted a role also holds a role under another Organisation; and

(e) the warranties you give under Section 8.4.7 extend to any access to Practice Data occurring under this Section.

8.4.11 Scribo makes available, on request, controls by which access to a Scribo Practice Account may be restricted, including restriction of access to specified internet protocol addresses. Where you wish access to your Scribo Practice Accounts to be confined to your own premises or network, you should ask Scribo to apply such a control, and Scribo will do so within a reasonable period after the request is agreed. In relation to any such control:

(a) it operates by reference to the network from which access is attempted and does not distinguish between individuals. It will therefore also prevent your own Licensed Users from reaching the Scribo Services from any other location, including when working remotely;

(b) its effectiveness depends on the addresses you specify being accurate and kept current, and on your notifying Scribo promptly of any change;

(c) it restricts access to the Scribo Practice Accounts to which it is applied, and does not restrict what an individual may do once access has been obtained from a permitted address; and

(d) whether such a control is appropriate for your Subscribed Practice is a matter for you. Scribo makes the control available but does not advise on whether you should adopt it, and Sections 8.4.7 and 8.4.10 continue to apply whether or not you do.

8.5 Licensed Users and entitlements

8.5.1 The basis on which Licensed Users are counted and charged differs by Module, and is set out in the applicable Module Schedule. In summary, and subject to that Schedule and to the applicable Order:

(a) a subscription to Scribo® Clinic includes a User Quota, and each Additional User requires payment of an Additional User Fee in advance (paragraph 10 of Schedule 1); and

(b) a subscription to Scribo® Pharmacy includes an unlimited number of Licensed Users, but is subject to the Basic Prescribed Items Limit and to Overage Charges (paragraph 12 of Schedule 2).

8.5.2 Each Licensed User must be a named individual. Access must not be shared, rotated between individuals on a shift basis, or used concurrently by more than one individual, in any Module, whether or not that Module is subject to a User Quota. An entitlement may be reassigned only where a Licensed User permanently ceases to require access.

8.5.3 You must not take any step designed or intended to understate the number of Licensed Users or the volume of Metered Usage, or otherwise to circumvent a User Quota, a Basic Prescribed Items Limit or an Overage Charge, including by sharing credentials, by splitting the operations of a single Subscribed Practice across more than one Scribo Practice Account, or by manipulating the manner or timing in which entries are recorded.

8.5.4 If the number of Licensed Users with access to a Module exceeds the applicable User Quota otherwise than in accordance with paragraph 10 of Schedule 1, Scribo may (a) invoice you for the applicable Additional User Fees, prorated from the date the excess arose; or (b) restrict access until the excess is remedied.

8.5.5 Individuals who hold access under more than one Scribo Practice Account. An individual who holds access to a Module under more than one Scribo Practice Account is a Licensed User in respect of each of them, and counts separately against the User Quota of each and towards any Additional User Fee payable in respect of each. A single individual does not occupy a single entitlement across more than one Scribo Practice Account or more than one Scribo Organisation Account.

8.6 Owner responsibilities

If you are the Owner of a Scribo Practice Account, you are responsible for: (a) compliance with these Terms by all Practice Members, including payment obligations; (b) controlling whom you invite and permit to join, and ensuring each is an Eligible Person and, where required, a Registered Health Professional with the relevant registration in force; (c) ensuring roles and permissions are appropriately designated and, in particular, that permissions relating to Clinical Decision Support Functions, Dispensing Algorithms, formularies, controlled products and Statutory Registers are restricted to individuals competent and lawfully entitled to exercise them; (d) requiring all Practice Members to keep their credentials confidential; and (e) reviewing role assignments and access rights at reasonable intervals and at least on each renewal. You are responsible for the activities of all your Practice Members, including Orders they place and how they use User Content submitted via your Scribo Practice Account, even where those Practice Members are not from your organisation or verified domain.

8.7 Delivery

Scribo will deliver login instructions to your Scribo Account or by other reasonable means no later than on receipt of payment of the applicable fees. You are responsible for accessing your Scribo Account to confirm that payment has been received and your Order processed. All deliveries under these Terms are electronic.

9. Professional responsibility; no clinical or professional advice

9.1 The Scribo Services are administrative, record-keeping, workflow and information tools. They are not, and are not intended or held out to be, a substitute for the knowledge, skill, training, judgement or professional responsibility of a Registered Health Professional.

9.2 Any output of a Clinical Decision Support Function — including an interaction, allergy, duplication, dose, expiry, batch or recall alert, a dose or tapering calculation, a Dispensing Algorithm output, a formulary or prescribing suggestion, a label direction, or the absence of any such output — is provided as an aid to, and not as a determinant of, professional decision-making. You acknowledge and agree that:

(a) the Registered Health Professional responsible for the relevant prescribing, dispensing, sale, supply, counselling or clinical decision retains sole and exclusive professional and legal responsibility for that decision and for its verification;

(b) the absence of an alert, warning or flag must not be treated as confirmation that a medicine, dose, combination, quantity or supply is appropriate, safe, lawful or correct;

(c) every output must be independently checked by a suitably qualified Registered Health Professional against the prescription, the patient or customer, the product and its labelling and manufacturer’s product information before any medicine is prescribed, dispensed, sold, supplied or administered; and

(d) Clinical Decision Support Functions are not exhaustive and do not cover all medicines, products, interactions, contraindications, patient factors or clinical scenarios.

9.3 Where you create, modify, import, select or configure any Dispensing Algorithm, formulary, template, alert rule, dose rule, label layout, reorder level, expiry threshold or similar configuration, you are solely responsible for its design, accuracy, clinical appropriateness, lawfulness, testing, validation, documentation and ongoing review, and for the outputs it generates. Scribo does not review, verify, validate, approve or accept responsibility for any such configuration, whether or not Scribo has assisted with its technical implementation as part of Additional Services. Scribo strongly recommends that any configuration affecting dosing, dispensing quantity, tapering or titration be validated and signed off by a Registered Pharmacist or other appropriately qualified Registered Health Professional before use, and that a record of that validation be retained.

9.4 The Scribo Services are not registered, listed or approved as a medical device under any medical device regulatory framework, and are not intended for use in the diagnosis, prevention, monitoring, treatment or alleviation of disease, nor for any purpose that would require such registration, listing or approval. You must not use, describe, market or configure the Scribo Services for any such purpose.

9.5 You are solely responsible for ensuring that your use of the Scribo Services complies with all Applicable Laws and with the professional codes, licensing conditions, supervision requirements and standards of practice applicable to you, the Subscribed Practice and each Licensed User. Nothing in the Scribo Services constitutes legal, regulatory, clinical, pharmaceutical or professional advice, and nothing in the Scribo Services relieves you of any statutory or professional duty.

9.6 You must maintain, throughout the Subscription Term, professional indemnity and public liability insurance appropriate to the nature and scale of the Subscribed Practice and adequate to meet the liabilities you may incur under these Terms, and must produce evidence of that insurance on Scribo’s reasonable written request.

10. Reference Data

10.1 Reference Data is compiled from sources including public registers and datasets published by Governmental Authorities, third-party licensors and information you supply. Reference Data is provided for reference and convenience only, on an “as is” and “as available” basis.

10.2 Scribo does not warrant that Reference Data is accurate, complete, current, comprehensive or fit for any particular purpose, or that it reflects the latest registration status, labelling, product information, pricing, availability, safety information, recall status or regulatory classification of any product. Registration status and product information change frequently and may change without notice to Scribo.

10.3 You must verify Reference Data against the authoritative primary source — including the product’s registered particulars, the current approved labelling and package insert, and the relevant register maintained by the Department of Health — before relying on it in connection with any prescribing, dispensing, sale, supply, procurement, pricing or regulatory submission decision.

10.4 Where Reference Data is licensed to Scribo by a third party, your use of it is additionally subject to any applicable third-party terms notified to you.

11. Statutory records, retention and regulatory compliance

11.1 You acknowledge that you, and not Scribo, are the person on whom Applicable Laws impose the obligations to create, keep, maintain, retain, preserve and produce records, registers, books and returns in connection with the Subscribed Practice. The Scribo Services may assist you in discharging those obligations but do not discharge, transfer, reduce or satisfy them.

11.2 Certain records must be kept in a prescribed form, medium or manner, or must be retained for prescribed periods, under Applicable Laws. You are solely responsible for satisfying yourself that any record generated, stored or output by the Scribo Services satisfies those requirements, and for maintaining in the required form and manner any register, book or record that the Scribo Services do not or cannot satisfy. Scribo makes no representation that any electronic record generated by the Scribo Services satisfies any statutory record-keeping requirement.

11.3 You must, at intervals appropriate to the nature of the records and in any event before the end of each Subscription Term, export and retain your own independent copies of all Practice Data required to be retained under Applicable Laws or by your professional obligations, and must retain them for the applicable retention period, which may extend well beyond the Subscription Term. You must not rely on the Scribo Services as your sole or primary means of statutory record retention.

11.4 You are responsible for responding to any inspection, audit, notice, summons, request or direction from a Governmental Authority concerning the Subscribed Practice or Practice Data. Scribo will, on your written request and at your cost, provide such reasonable technical assistance as is proportionate to enable you to retrieve, export or authenticate Practice Data for that purpose. Scribo may disclose Practice Data to a Governmental Authority where required to do so by Applicable Laws or by an order of a court or tribunal of competent jurisdiction and will, unless legally prohibited, notify you before doing so.

11.5 Neither the Scribo Services nor any Module is endorsed, approved, certified or accredited by any Governmental Authority, and no representation to the contrary may be made by you.

12. Fees and payment

12.1 Free trial

12.1.1 On creation of a Scribo Practice Account, that account may access and use the Modules identified at sign-up free of charge for a single, one-off trial period of thirty (30) calendar days from the date of creation of that Scribo Practice Account (the “Trial Period”). The Trial Period is available once only in respect of each Scribo Practice Account, and is not available separately in respect of each Module.

12.1.2 During the Trial Period these Terms apply as they would to a paid subscription. Immediately after the Trial Period, access will be suspended under Section 12.7 unless the Owner places an Order committing the account to a paid subscription. A paid plan may be selected or changed during the Trial Period without altering the remaining Trial Period.

12.1.3 You and your Practice Members must not obtain or attempt to obtain, by any misrepresentation or other improper means, any additional or extended trial period.

12.1.4 Notwithstanding Section 12.1.1, where Scribo withholds the creation of a Scribo Practice Account or access to a Module pending verification under Section 7.8, the Trial Period begins on the later of (a) the date of creation of the Scribo Practice Account; and (b) the date on which access to the Module is first made available following completion of verification.

12.2 Subscription Fees

12.2.1 Other than during a Trial Period, access to each Module is offered on a monthly or annual subscription basis, or on such other basis as is set out in the applicable Order. The Subscription Fee is a flat fee charged per Subscribed Practice per Subscription Term, and is charged separately in respect of each Scribo Practice Account and each Module subscribed to.

12.2.2 If you are the Owner, you must pay the then-current Subscription Fee for the plan and Modules selected, together with any Additional User Fees and Overage Charges. All amounts are exclusive of any applicable taxes, levies or duties, which you must pay in addition, unless Applicable Laws require otherwise.

12.2.3 You must pay all fees in accordance with each Order, by the due dates and in the currency specified. A valid credit card or other payment instrument is required for payment, but not to begin a Trial Period. If a purchase order number is required for an invoice to be paid, you must provide it to Scribo at the email address stated in Section 32.3. For Additional Services provided at any location other than Scribo’s premises, unless the Order provides otherwise, you must reimburse Scribo’s pre-approved travel, lodging and meal expenses, which Scribo may charge as incurred.

12.2.4 You authorise Scribo’s designated third-party payment processor to charge the Subscription Fee automatically to the payment instrument or account you provide. Payment instrument details are not stored within the Scribo Platform but with that processor. Except as expressly provided in Sections 20.4, 26.2 and 27.2, payments for subscriptions, Additional User Fees and Additional Services are non-refundable, and no refund or credit is given in respect of unused entitlement. Scribo may charge your payment instrument for renewals, additional Modules, Additional User Fees, Overage Charges, Additional Services, expenses and unpaid fees.

12.2.5 Fees are subject to change on not less than thirty (30) calendar days’ notice, which may be given through the Website, the user interface, by email or by other reasonable means. A change takes effect from your next Subscription Term.

12.2.6 Scribo may suspend access under Section 20.2 where an amount remains unpaid for more than fourteen (14) calendar days after written notice.

12.2.7 The six-monthly subscription basis is withdrawn and is not available for any new subscription to any Module. A subscription on a six-monthly basis that was in effect immediately before the effective date of these Terms continues on that basis and renews under Section 12.4 until it is cancelled or changed. Once such a subscription is changed to a monthly or annual basis, or lapses, it may not revert to a six-monthly basis. Scribo may, by not less than sixty (60) days’ written notice given before the end of a Subscription Term, migrate a subscription on a six-monthly basis to an annual basis with effect from the next renewal of that subscription.
12.2.8 Set-Up Fees. Where an Order provides for a Set-Up Fee, it is payable in advance of the provision of the Module, Add-On or Additional Service to which it relates, unless the Order provides otherwise. Section 13.7 applies to a Set-Up Fee payable in respect of an Add-On.

12.3 Entitlements, quotas and Metered Usage

12.3.1 The fees payable comprise (a) the Subscription Fee; (b) any Additional User Fee; (c) any Overage Charge; (d) any Set-Up Fee; (e) any fee for an Add-On, which may itself comprise a recurring subscription fee, a Set-Up Fee, metered or usage-based charges, per-user charges, or any combination of them; (f) any fee for Additional Services; and (g) any amount invoiced by Scribo in respect of a Partner Offering under Section 18.5. Which of these apply depends on the Module or Add-On, as set out in the applicable Module Schedule, Add-On Terms or Order.

12.3.2 Each User Quota and each Basic Prescribed Items Limit applies separately to each Scribo Practice Account. Entitlements are not pooled, shared, aggregated or transferable across Scribo Practice Accounts, Subscribed Practices or Modules, whether or not those accounts belong to the same Scribo Organisation Account, are held by the same person, or relate to premises under common ownership.

12.3.3 An entitlement expressed by reference to a Billing Month applies only to that Billing Month. Unused entitlement does not accrue, carry forward or roll over, and gives rise to no refund, credit or set-off. Where a subscription is on an annual basis, an entitlement expressed per Billing Month remains a monthly entitlement and is not annualised.

12.3.4 Where a Subscription Term begins or ends other than at the start or end of a calendar month, the full entitlement for that Billing Month applies, and no entitlement is pro-rated.

12.3.5 Changes to entitlements and rates. Scribo may change a User Quota, a Basic Prescribed Items Limit, an Additional User Fee or an Overage Charge tier structure, and Section 12.2.5 applies to any such change. A change that reduces an entitlement or increases a rate takes effect from the start of your next Subscription Term and will not be applied during a Subscription Term for which you have already paid. A change that increases an entitlement may be applied immediately.

12.3.6 Metered Usage is measured by the Scribo Platform, and Scribo’s records of Metered Usage are determinative in the absence of manifest error. Scribo will make available within the Module a reasonably current record of Metered Usage in the then-current Billing Month, so that you are able to monitor usage against the applicable entitlement.

12.3.7 If you consider that recorded Metered Usage is incorrect, you must notify Scribo within thirty (30) calendar days of the invoice to which it relates, giving reasonable particulars. Scribo will investigate in good faith and, where an error is established, issue a credit. An amount not disputed within that period is treated as accepted, save in the case of manifest error or fraud.

12.3.8 Exceeding a Basic Prescribed Items Limit gives rise to an Overage Charge but does not of itself cause Scribo to suspend, block, throttle or otherwise degrade the dispensing functionality of a Module. This is so in order that the supply of medicines to patients is not interrupted. It does not affect Scribo’s rights under Section 20.2 in respect of amounts that remain unpaid.

12.3.9 Overage Charges are calculated and invoiced monthly in arrears. Overage Charges that have accrued but have not been invoiced at the end of a Subscription Term, or on termination for any reason, become due and payable on the next invoice or, if there is none, within fourteen (14) calendar days after termination.

12.3.10 No Subscription Fee, Additional User Fee or Overage Charge is payable in respect of a Scribo Organisation Account as such. All fees are calculated and charged per Scribo Practice Account. Where fees are settled online through the Scribo Platform using a payment instrument, they are billed to the Subscribed Practice to which the relevant Scribo Practice Account relates. Where Scribo has agreed to issue an invoice for settlement by bank transfer, cheque or other offline means, that invoice may be issued to, and settled by, the Organisation in respect of one or more Scribo Practice Accounts within the Scribo Organisation Account. The identity of the entity invoiced does not affect the responsibility in Section 8.2.5 and does not vary the person liable for the fees.

12.4 Renewals

Unless an Order provides otherwise, and unless either Party cancels before expiry of the current Subscription Term, your subscription automatically renews for a further Subscription Term equal to the preceding one. You must give notice of non-renewal using the relevant functionality of the Scribo Services. Cancellation means you will not be charged for the next billing cycle but will not receive a refund or credit for amounts already charged. If you change plan during a Subscription Term, the Scribo Services continue on your current plan for the remainder of that Subscription Term and the new plan’s rate applies from your next billing cycle. All renewals are subject to the relevant Modules continuing to be offered and are charged at the then-current rates.

12.5 Promotional offers

Scribo may from time to time issue promotional codes redeemable via a Scribo Practice Account for credit, features or benefits, for a specified period and subject to terms Scribo establishes per code (“Promo Codes”). Each Promo Code and each benefit may be redeemed once per Scribo Practice Account; duplicates are void. Only Promo Codes issued through Scribo’s official communication channels or those of its official partners are valid. Promo Codes (a) must be used for their intended audience and purpose and lawfully; (b) must not be duplicated, sold, transferred or made available to the general public unless Scribo expressly permits; (c) may be disabled by Scribo at any time without liability; (d) may be used only in accordance with their specific terms; (e) are not redeemable for cash or cash equivalents; and (f) may expire before use.

12.6 Cancellation of subscription

12.6.1 The Owner may cancel a subscription at any time, either by using the cancellation functionality of the Scribo Services where that functionality is available for the relevant Module, or by giving written notice to Scribo using any of the contact details stated in Section 32. Written notice for this purpose includes notice given by email or by instant messaging. Section 29.2 does not apply to a notice of cancellation given under this Section, and Scribo may, but is not obliged to, act on a cancellation request which is not given in writing.

12.6.2 Where a subscription is cancelled otherwise than by using the cancellation functionality, Scribo will confirm the cancellation and its effective date in writing within a reasonable period after receiving the request, and the cancellation takes effect on that confirmation. The Owner and Scribo may agree a different effective date in writing.

12.6.3 If (a) the Owner cancels before the end of the current Subscription Term (the “End of Subscription Term”); or (b) the payment method is invalid or rejected when payment for the following Subscription Term is processed, the Scribo Practice Account remains active until the End of Subscription Term and no further Subscription Fee will be charged.

12.6.4 You acknowledge that cancellation, a change of plan, a change of subscribed Modules, or suspension may result in the loss of access to some or all functionality, content or features, and that this may affect your ability to access Practice Data. Subject to Section 24.3, Scribo is not liable for loss you suffer as a result.

12.7 Suspension for non-payment; reactivation and export window

12.7.1 Access to the Modules under a Scribo Practice Account will be suspended where (a) the End of Subscription Term is reached following a cancellation or failed payment under Section 12.6.3; (b) a Trial Period expires without conversion to a paid subscription; or (c) the Owner’s Scribo Practice User Account is suspended during the Trial Period or Subscription Term.

12.7.2 For a period of ninety (90) calendar days after suspension (the “Suspension Period”), the functionality enabling the Owner to recover and export Practice Data will remain available, and the Owner may reactivate the Scribo Practice Account by commencing or resuming a paid subscription or updating the payment method. The Privacy Policy sets out the categories of Practice Data available for recovery and export during the Suspension Period.

12.7.3 On expiry of the Suspension Period without reactivation, the Scribo Practice Account will be terminated under Section 20 and Practice Data will be deleted in accordance with Section 21, save where retention is required by Applicable Laws or permitted for the purposes stated in the Privacy Policy.

12.8 Fraud protection

12.8.1 Information about the security measures and fraud protections applying to payment transactions is available from Scribo’s designated third-party payment processor.

12.8.2 Scribo may suspend indefinitely, or terminate under Section 20.2, any Scribo Account implicated in an attempt by a Scribo User to obtain assets of Scribo or its Affiliates fraudulently via the Scribo Services, Additional Services or Website.

12.9 Legacy pricing

12.10 Other payment provisions

You authorise Scribo and any payment processor acting on Scribo’s behalf to transfer funds relating to payments executed by credit card or other payment instrument. A payment processor acting on Scribo’s behalf is not responsible for collecting or accounting for taxes arising in connection with a transaction.

13. Additional Services and Add-Ons

If you are the Owner of a Scribo Clinic Account per Section 6.3, you can cancel the subscription to the Scribo Services for the Scribo Clinic Account anytime via your respective Scribo Clinic User Account. If (i) you, as the Owner of the Scribo Clinic Account, cancel such subscription before the end of the current Subscription Term (hereinafter referred to as “End of Subscription Term”); or (ii) the payment method is invalid or rejected for any reason upon processing the payment of the Subscription Fee for the subsequent Subscription Term, the Scribo Clinic Account will remain active until the End of Subscription Term and you will no longer be charged for any Subscription Fee from then onwards. In the case when (i) the End of Subscription Term is reached subsequent to the foregoing two situations; (ii) the subscription to the Scribo Services by the Scribo Clinic Account began with a single one-off free trial per Section 7.1 and the respective Subscription Fee is not paid to convert it into a paid subscription by the end of the Thirty Day Trial Period; or (iii) the respective Scribo Clinic User Account of the Owner is suspended for any reason during the Thirty Day Trial Period or Subscription Term of the Scribo Clinic Account, access to the Scribo Services via the Scribo Clinic Account, except the respective functionality of the Scribo Services for its Owner to export any User Content stored therein, will be denied and suspended thereafter. Within a period of ninety (90) calendar days after the suspension of a Scribo Clinic Account (hereinafter referred to as “Suspension Period”), the Owner of the account will have the option to use the respective functionality of the Scribo Services under his Scribo User Account to recover and export certain User Content originally stored within in the Scribo Clinic Account. Please refer to our Privacy Policy for details on the User Content that are allowed for recovery and export during the Suspension Period. During the Suspension Period, the suspended Scribo Clinic Account may be reactivated by its Owner by starting or resuming the paid subscription or update the payment method with a valid payment instrument to process payment for the Subscription Fee of the subsequent Subscription Term before the Scribo Clinic Account and any User Content stored therein will be terminated per Section 10.4 and deleted permanently, respectively, unless as required by applicable laws or purposes stated in our Privacy Policy.

You acknowledge and agree that cancellation of the subscription to the Scribo Services by a Scribo Clinic Account, change of the respective subscription plan or suspension of a Scribo Clinic Account may cause the loss of full or certain access, content or features of the Scribo Services, and Scribo does not accept any liability and is not responsible for any loss that you, as an Owner or Clinic Member of such Scribo Clinic Account, may suffer as result of such. Email or phone requests to cancel subscription to the Services for any Scribo Clinic Account(s) are not considered as cancellation.

Scribo further reserves the right to suspend the Scribo Account(s) implicated with any Scribo User who attempts to fraudulently obtain assets of Scribo or its Affiliates via the Scribo Services, Additional Services or Website, indefinitely, or ultimately or directly terminate them per Section 10.2.

14. User Content and Practice Data

14.1 As between the Parties, you retain all right, title and interest in and to User Content and Practice Data. Nothing in these Terms transfers ownership of User Content or Practice Data to Scribo.

14.2 You grant Scribo and its sub-processors a non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit, display, adapt and otherwise Process User Content and Practice Data solely to the extent necessary to (a) provide, maintain, secure and support the Scribo Services and Additional Services; (b) comply with Applicable Laws; and (c) exercise Scribo’s rights and perform its obligations under these Terms. Scribo will not use Practice Data for any other purpose except as permitted by Section 14.4.

14.3 You are responsible for User Content and Practice Data, including their accuracy, quality, integrity, legality and reliability, for the lawfulness of their collection and use, and for obtaining and maintaining all consents, notices and authorisations required under Applicable Laws (including the PDPO and, where applicable, the Electronic Health Record Sharing System Ordinance (Cap. 625)) for the Processing contemplated by these Terms.

14.4 Scribo may create and use aggregated, de-identified and anonymised data derived from use of the Scribo Services for the purposes of operating, securing, benchmarking, evaluating and improving the Scribo Services, for developing new features and services, and for the training, validation and improvement of machine learning and artificial intelligence models, provided that such data (a) contains no Personal Data and cannot reasonably be used, alone or together with other information reasonably available to Scribo, to identify any individual or to identify you or a Subscribed Practice; and (b) is not disclosed in a form that identifies you or a Subscribed Practice.

14.5 You may at any time direct Scribo not to use data derived from your use of the Scribo Services for the training, validation or improvement of machine learning or artificial intelligence models. Such a direction must be given by written request to Scribo at the email address stated in Section 32.3, and may be given by the Organisation Administrator in respect of every Scribo Practice Account within a Scribo Organisation Account, or by an Owner in respect of a single Scribo Practice Account. It takes effect within thirty (30) calendar days after receipt. An opt-out under this Section:

(a) operates prospectively only, and Scribo is not required to retrain, revise or delete any model that has already been trained, or to reverse any inference already incorporated in a model;

(b) does not affect Scribo’s use of aggregated, de-identified and anonymised data for the other purposes stated in Section 14.4; and

(d) takes effect on Scribo confirming to you in writing that it has done so.

14.6 Scribo may, on becoming aware, remove or disable User Content that Scribo reasonably believes breaches Section 5.1 or Applicable Laws, or exposes Scribo to legal liability, and will notify you where lawful and practicable.

15. Data protection

15.1 In respect of Personal Data contained in Practice Data, you are the data user and Scribo acts as a data processor on your behalf and on your instructions. In respect of Personal Data of Scribo Users collected by Scribo for its own account administration, verification under Sections 7.6 to 7.10, billing, security and marketing purposes, Scribo is the data user and the Privacy Policy applies.

15.2 Schedule 3 governs Scribo’s Processing of Personal Data on your behalf and includes the contractual measures required by Data Protection Principles 2(3) and 4(2) of the PDPO.

15.3 You must comply with the PDPO and all other Applicable Laws relating to Personal Data in your use of the Scribo Services, including in relation to the collection, accuracy, use, security, retention, transfer and erasure of Personal Data, the provision of personal information collection statements to End Users, and the handling of data access and correction requests.

16. Confidentiality

16.1 Each Party may receive information of the other that is designated confidential or that ought reasonably to be regarded as confidential (“Confidential Information”). Practice Data is your Confidential Information. Our Technology, the Scribo Services’ non-public functionality, security information, any Trust Centre material that is not publicly accessible, and pricing not publicly published are Scribo’s Confidential Information.

16.2 The receiving Party must (a) use Confidential Information only as required to exercise rights and perform obligations under these Terms; (b) protect it using no less than reasonable care; and (c) not disclose it except to its personnel, Affiliates, professional advisers and sub-processors who need to know and are bound by obligations of confidentiality no less protective than this Section.

16.3 Confidential Information does not include information that is or becomes public without breach, was lawfully known to the recipient without obligation of confidence, or is independently developed without use of the discloser’s Confidential Information. Disclosure required by Applicable Laws or by a Governmental Authority is permitted, subject to prompt prior notice where lawful.

16.4 This Section survives for three (3) years after termination, and indefinitely in respect of Personal Data and Practice Data.

17. Intellectual property

17.1 Our Technology and all intellectual property rights in it are and remain the exclusive property of Scribo and its licensors. “Scribo”, “Scribo Clinic”, “Scribo Pharmacy” and the Scribo logos are trademarks of Scribo; use is governed by the Trademark and Brand Usage Policy.

17.2 You grant Scribo a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use, reproduce, modify and exploit Feedback for any purpose, without obligation, attribution or compensation. Scribo is under no obligation to implement Feedback.

18. Third-party services, integrations and Partner Offerings

18.1 The Scribo Services may interoperate with third-party services, systems and platforms, including payment processors, government and statutory systems (including eHRSS and CTR), messaging and communication providers, accounting systems and hardware. Those third-party services are not part of the Scribo Services.

18.2 Your use of a third-party service is governed by your agreement with that third party. You are responsible for obtaining and maintaining any account, credential, certificate, registration or entitlement required to use it, including any Hongkong Post e-Cert or equivalent digital certificate.

18.3 Scribo does not control, and gives no warranty in respect of, the availability, accuracy, performance, security, continuity or lawfulness of any third-party service, and is not liable for any act, omission, change, suspension, discontinuation or failure of a third party. A third party may change or withdraw its interface without notice to Scribo, and Scribo may suspend or discontinue an integration where a third party changes, withdraws or restricts access, or where continuing would breach Applicable Laws or a third-party term.

18.4 Scribo may from time to time enter into arrangements with Partners under which a Partner Offering is integrated into, interfaced with, or made accessible through a Module or an Add-On. A Partner Offering is provided by the Partner and not by Scribo. Sections 18.1 to 18.3 apply to a Partner Offering, and Sections 18.5 to 18.13 apply in addition.

18.5 A Partner Offering may be charged for by the Partner directly, or by Scribo. Where the Partner charges you directly, Scribo has no responsibility for those charges, for their collection, or for any refund of them. Where Scribo invoices you, the amount, the billing period and the basis of charge are those set out in the applicable Order or in a quotation issued to you and referred to in the Order, Section 12 applies to that amount as it applies to a fee for an Add-On, and Scribo may account to the Partner for all or part of the amount collected.

18.6 Where Scribo invoices you for a Partner Offering, Scribo does so either as disclosed agent for the Partner or as principal reselling the Partner Offering. The capacity in which Scribo acts in respect of a particular Partner Offering is that stated in the applicable Order or quotation. Where neither states the capacity, Scribo acts as disclosed agent and the contract for the supply of the Partner Offering is between you and the Partner.

Where Scribo acts as disclosed agent, Scribo collects on the Partner’s behalf, and the supply contract and your remedies in respect of the Partner Offering lie against the Partner. Where Scribo acts as principal, Scribo contracts to supply the Partner Offering to you and Section 18.13(c) applies.

18.7 Access to a Partner Offering may be conditional on your accepting Third-Party Terms directly with the Partner. You must accept and comply with any applicable Third-Party Terms, and must comply with any restriction, usage limit, audit right or other requirement that a Partner imposes and that Scribo notifies to you. Scribo is not a party to any Third-Party Terms and does not negotiate them on your behalf.

18.8 Where you enable or use a Partner Offering that requires access to Practice Data:

(a) you instruct Scribo to disclose to the Partner such Practice Data as is necessary for the Partner Offering to function, and that disclosure is made on your instruction as data user;

(b) the Partner is not a sub-processor of Scribo for the purposes of Schedule 3, unless Scribo notifies you that it is. The Partner acts either as your own data processor or as an independent data user, according to the arrangement between you and the Partner, and Scribo is not responsible for the Partner’s Processing of Personal Data;

(c) you are responsible for satisfying yourself that the Partner’s Processing is lawful, for giving all notices and obtaining all consents required under the PDPO, and for putting in place with the Partner such contractual measures as Data Protection Principles 2(3) and 4(2) require;

(d) you must not enable a Partner Offering where doing so would cause Personal Data to be disclosed, transferred or used otherwise than as permitted by Applicable Laws; and

(e) data obtained from eHRSS must not be disclosed to a Partner otherwise than as permitted by the Electronic Health Record Sharing System Ordinance (Cap. 625) and the applicable sharing consent. Section 8.4.8 applies.

Scribo maintains a register recording, for each Partner Offering, whether the Partner acts as Scribo’s sub-processor or as your own data processor or an independent data user, and will notify you under paragraph (b) where a Partner is Scribo’s sub-processor. Where Scribo has selected the Partner, embedded the Partner Offering in a Module and invoices for it, the Partner will ordinarily be Scribo’s sub-processor, and paragraph 4 of Schedule 3 will apply to it.

18.9 Where a Partner Offering supplies, generates or informs clinical, dispensing, drug, product, pricing or regulatory information, or comprises or contributes to a Clinical Decision Support Function, Sections 9, 10 and 11 apply to it as they apply to the Scribo Services. Scribo does not validate, verify, test or clinically review any Partner Offering, any algorithm, model or dataset comprised in it, or any output of it, whether or not Scribo invoices you for it.

18.10 Scribo may cease to make a Partner Offering available: with immediate effect where the Partner so requires, where the arrangement between Scribo and the Partner ends, or where continuing would breach Applicable Laws or Third-Party Terms; and otherwise on reasonable notice. Section 26.2 does not apply to a Partner Offering. Where Scribo has invoiced you in advance for a Partner Offering which ceases to be available for a reason other than your breach, Scribo will refund, or procure that the Partner refunds, the pro rata portion of the amount paid in respect of the unexpired period.

18.11 The fact that Scribo makes a Partner Offering available, and any description of it published by Scribo, is not a recommendation, endorsement, certification, accreditation or warranty of the Partner Offering or of the Partner. You are responsible for selecting and evaluating any Partner Offering, and for satisfying yourself as to its suitability for your Subscribed Practice and its regulatory and professional acceptability.

18.12 You acknowledge that Scribo may receive a commission, revenue share or other consideration from a Partner in connection with a Partner Offering. Where a Partner Offering is capable of influencing a prescribing, dispensing, procurement or product-selection decision, Scribo will disclose the existence of any such arrangement in the quotation for that Partner Offering or within the relevant part of the Scribo Services.

18.13 Subject to Section 24.3, and whether or not Scribo invoices you for a Partner Offering:
(a) except as provided in paragraph (c), Scribo is not liable for any act, omission, defect, failure, delay, interruption, inaccuracy, unavailability, discontinuation, or breach of Applicable Laws, of or by a Partner or a Partner Offering, or for any loss arising from your use of or reliance on a Partner Offering;
(b) where Scribo acts as disclosed agent under Section 18.6, your claims in respect of the Partner Offering lie against the Partner, and Scribo’s obligation is limited to procuring the Partner Offering in accordance with the Order and accounting to the Partner for amounts collected;
(c) where Scribo acts as principal in respect of a Partner Offering, Scribo’s total aggregate liability in respect of that Partner Offering is limited to the amounts paid by you to Scribo for it in the twelve (12) months preceding the first event giving rise to liability, and Section 24 applies in addition to and not in substitution for that limit; and
(d) Scribo will, on your request and to the extent that it is able and permitted to do so, pass through to you the benefit of any warranty, remedy, refund or service credit available to Scribo from the Partner in respect of the Partner Offering.

19. Security, availability and continuity

19.1 Scribo maintains an information security management system certified to ISO/IEC 27001 and implements technical and organisational measures designed to protect Practice Data against unauthorised or accidental access, Processing, erasure, loss or use, as further described in Schedule 3 and in the Trust Centre.

19.2 The Scribo Services are provided on an “as is” and “as available” basis. Scribo does not warrant that access will be uninterrupted, timely, error-free or free from data loss. Scribo does not commit to any service level, availability target or recovery objective except where expressly set out in an Order or a separate written service level agreement.

19.3 Scribo may suspend access for scheduled or emergency maintenance, and will give reasonable advance notice of planned maintenance where practicable.

19.4 You must maintain documented contingency arrangements enabling the Subscribed Practice to continue operating lawfully and safely, and to create and retain any records required by Applicable Laws, during any period in which the Scribo Services are unavailable. You must not operate the Subscribed Practice in a manner that depends on continuous availability of the Scribo Services in order to comply with Applicable Laws.

19.5 Scribo will notify you without undue delay after becoming aware of a security incident affecting your Practice Data, and will provide such information as is reasonably available to enable you to meet your own notification obligations. You must notify Scribo without undue delay of any suspected compromise of a Scribo Account or credential.

19.6 Scribo publishes information about its information security and compliance posture through the Trust Centre, including its control framework, its policy and document library and its list of sub-processors. Access to some Trust Centre materials is subject to Scribo’s approval and to confidentiality undertakings, and Scribo may decline or withdraw access at its discretion.

19.7 The Trust Centre is published for information. Except in respect of the list of sub-processors, to which paragraph 4.1 of Schedule 3 applies, the content of the Trust Centre is not incorporated into these Terms, does not form part of Scribo’s contractual obligations and does not constitute a representation, warranty or undertaking. Any internal policy or procedure of Scribo published or summarised in the Trust Centre is an internal governance document, may be amended by Scribo at any time and confers no rights on you. Scribo may update the technical and organisational measures described in the Trust Centre from time to time, provided that it does not thereby materially reduce the overall level of protection afforded to Practice Data.

20. Suspension and termination

20.1 You may terminate a subscription by cancelling under Section 12.6. Scribo may terminate a subscription for convenience on not less than sixty (60) days’ written notice, in which case Scribo will refund the pro rata portion of any prepaid Subscription Fee for the unexpired part of the then-current Subscription Term.

20.2 Scribo may suspend your access to all or part of the Scribo Services, in whole or in part and with immediate effect, where (a) you are in material breach of these Terms; (b) an amount is overdue and remains unpaid after notice under Section 12.2.6; (c) Scribo reasonably believes suspension is necessary to protect the security, integrity or availability of the Scribo Services or the data of any person; (d) Scribo reasonably believes your use is unlawful or exposes Scribo or any person to material risk of harm or liability; or (e) required by Applicable Laws or a Governmental Authority. Scribo will give notice and, where the circumstances permit, an opportunity to remedy.

20.3 Either Party may terminate immediately by written notice if the other (a) commits a material breach that is not remedied within thirty (30) days of written notice, or that is incapable of remedy; or (b) becomes insolvent, is unable to pay its debts, enters liquidation, administration or receivership, or has a similar process commenced against it that is not withdrawn within twenty-one (21) days.

20.4 Either Party may terminate a Module subscription immediately by written notice if a licence, registration or authorisation necessary for that Module’s lawful use by you or the Subscribed Practice ceases to be in force, or if continuing to provide or receive the Module would breach Applicable Laws. Where Scribo terminates under this Section for reasons not attributable to your breach, Scribo will refund the pro rata portion of any prepaid Subscription Fee for the unexpired part of the then-current Subscription Term.

20.5 Termination or suspension of a Scribo Organisation Account takes effect in respect of every Scribo Practice Account within it. Termination or suspension of a single Scribo Practice Account does not of itself affect any other Scribo Practice Account within the same Scribo Organisation Account, or the Scribo Organisation Account itself. Sections 12.7 and 21 apply separately to each affected Scribo Practice Account.

21. Effect of termination; export and deletion

21.1 On termination or expiry, all licences granted under these Terms end and you must cease all use of the Scribo Services.

21.2 For ninety (90) calendar days after termination or expiry (the “Export Window”), Scribo will make available functionality enabling the Owner or the Organisation Administrator to export Practice Data in a structured, commonly used, machine-readable format (which may include CSV). Scribo may make Practice Data available on a read-only basis during the Export Window.

21.3 On expiry of the Export Window, Scribo will delete or irreversibly de-identify Practice Data in accordance with Schedule 3 and the Privacy Policy, except to the extent retention is required by Applicable Laws, or is necessary for the establishment, exercise or defence of legal claims, or is contained in routine backups that are overwritten in the ordinary course. You are solely responsible for exporting and retaining, before the end of the Export Window, all Practice Data you are required to retain under Applicable Laws or your professional obligations.

21.4 Scribo may offer, as an Additional Service and on the terms set out in an Order, an extended archival retention or data escrow option under which Practice Data is retained beyond the Export Window. Nothing in this Section obliges Scribo to offer, or to continue to offer, such a service, and Section 21.3 applies unless such a service has been ordered and paid for.

21.5 Termination does not affect accrued rights or liabilities. Amounts owed to Scribo as at termination, including any Overage Charge that has accrued but not been invoiced, become immediately due in accordance with Section 12.3.9.

21.6 Sections 3, 5.2, 9, 10, 11, 14.1, 14.4, 16, 17, 21, 22, 23, 24, 30 and 31, and any other provision that by its nature should survive, survive termination.

22. Warranties and disclaimers

22.1 Each Party warrants that it has the legal power and authority to enter into these Terms.

22.2 You warrant and undertake that, throughout the Subscription Term: (a) you and the Subscribed Practice hold and will maintain all licences, registrations, permits and authorisations required by Applicable Laws for the operation of the Subscribed Practice and for the activities you carry out using the Scribo Services; (b) each Licensed User is an Eligible Person; (c) your use of the Scribo Services complies with Applicable Laws and applicable professional codes; and (d) you have obtained all consents, and given all notices, required for the Processing of Personal Data contemplated by these Terms.

22.3 Scribo warrants that it will provide the Scribo Services and Additional Services with reasonable skill and care. Your exclusive remedy for breach of this warranty is for Scribo to re-perform the affected service or, if Scribo cannot do so within a reasonable period, to refund the fees paid for the affected service.

22.4 Except as expressly stated in these Terms and to the fullest extent permitted by Applicable Laws, all warranties, conditions, representations and terms, whether express or implied by statute, common law or otherwise, are excluded, including any implied warranty or condition of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, non-infringement or uninterrupted or error-free operation. Without limiting Sections 9, 10 and 11, Scribo does not warrant that the Scribo Services will cause you to be, or assist you in being, compliant with any Applicable Law, professional standard or licensing condition.

23. Indemnity

23.1 You will indemnify, defend and hold harmless Scribo, its Affiliates, and their respective directors, officers, employees, contractors, agents, providers, successors and assigns (the “Indemnified Parties”) from and against all claims, demands, proceedings, losses, damages, liabilities, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with:

(a) your breach of these Terms, including Sections 5, 7, 9, 11, 14.3 and 22.2;
(b) any claim by an End User, employee, contractor, Practice Member or other third party relating to the operation of the Subscribed Practice, or to any prescribing, dispensing, sale, supply, counselling or clinical decision made by you or any Practice Member, or to any injury, loss or harm suffered by any person in connection with any such decision;
(c)   any Dispensing Algorithm, formulary, template, alert rule, label layout or other configuration created, modified, imported, selected or configured by or for you;
(d)   any breach by you of Applicable Laws, including the PDPO, the Pharmacy and Poisons Ordinance (Cap. 138), the Antibiotics Ordinance (Cap. 137), the Dangerous Drugs Ordinance (Cap. 134), the Chinese Medicine Ordinance (Cap. 549), the Undesirable Medical Advertisements Ordinance (Cap. 231) or the Electronic Health Record Sharing System Ordinance (Cap. 625); and
(e)   any User Content or Practice Data, including any claim that it infringes the rights of a third party or was collected, used or disclosed unlawfully.
23.2 Scribo will notify you promptly of any claim for which it seeks indemnity, and you may control the defence and settlement, provided that you may not settle in a manner that imposes any non-indemnified obligation or admission on an Indemnified Party without its prior written consent. Scribo may participate in the defence at its own cost.

24. Limitation of liability

24.1 To the fullest extent permitted by Applicable Laws, neither Party is liable to the other for any indirect, incidental, consequential, special, punitive or exemplary loss, or for any loss of profit, revenue, business, anticipated savings, goodwill or reputation, loss or corruption of data, service interruption, computer or system damage or failure, or cost of substitute products or services, in each case however arising and whether or not the Party was advised of the possibility of it.

24.2 To the fullest extent permitted by Applicable Laws, the total aggregate liability of Scribo and the Indemnified Parties arising out of or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total fees paid or payable by you to Scribo under the applicable Order in the twelve (12) months immediately preceding the first event giving rise to liability.

24.3 Nothing in these Terms excludes or limits liability for (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) your obligation to pay fees due; (d) your indemnity under Section 23; or (e) any other liability that cannot lawfully be excluded or limited. You acknowledge that the Control of Exemption Clauses Ordinance (Cap. 71) applies to these Terms and that only such exclusions and limitations as are permitted by it will take effect.

24.4 You acknowledge that the limitations in this Section reflect a deliberate allocation of risk having regard to the fees payable, and that Sections 9, 10, 11 and 19.4 place responsibility for clinical, dispensing, professional, record-keeping and continuity decisions on you, who is best placed to control that risk and who is required to carry professional indemnity insurance under Section 9.6.

24.5 Each provision of this Section operates separately. If any is held unenforceable, the remainder continue to apply.

25. No-Charge Products and Beta Versions

25.1 Scribo may offer certain Modules, features or Additional Services at no charge, including free accounts, trial use and Beta Versions (together, “No-Charge Products”). A “Beta Version” is any Module, feature or service identified as alpha, beta, preview, early access, pilot or similar.

25.2 Use of a No-Charge Product is subject to any additional terms Scribo specifies and is permitted only for the period Scribo designates or, if none, until terminated under these Terms. Except as set out in this Section, these Terms apply in full to No-Charge Products, including Section 5.

25.3 No-Charge Products are provided “as is”, without any warranty, support, service level or indemnity, and may be modified, suspended or discontinued at any time without notice or liability. Scribo’s total aggregate liability in connection with a No-Charge Product is limited to HK$1,000.

25.4 A Beta Version may be incomplete, unstable or inaccurate. You must not use a Beta Version, or rely on any output of a Beta Version, in connection with any prescribing, dispensing, sale, supply or clinical decision, or as a means of creating or retaining any record required by Applicable Laws, unless Scribo has expressly confirmed in writing that it is suitable for that use.

26. Changes to the Scribo Services

26.1 Scribo may modify, update, add to or improve the Scribo Services from time to time. Scribo will not materially reduce the core functionality of a Module during a Subscription Term for which you have prepaid, save where necessary for security, legal or regulatory reasons or where a third-party dependency changes.

26.2 Scribo may discontinue a Module, an Add-On or a material feature on not less than ninety (90) days’ written notice. If a discontinuation materially and adversely affects your use of a Module or an Add-On during a Subscription Term for which you have prepaid, you may terminate the affected subscription by written notice within thirty (30) days of the notice and Scribo will refund the pro rata portion of the prepaid Subscription Fee for the unexpired part of that Subscription Term.

27. Changes to these Terms

27.1 Scribo may amend these Terms. Scribo will give not less than thirty (30) days’ notice of any material amendment, through the Website, the user interface, by email or by other reasonable means, and will publish the version number and effective date. Non-material amendments (including correction of errors, clarifications and changes required by Applicable Laws) may take effect immediately on publication.

27.2 An amendment takes effect on its stated effective date. Continued use of the Scribo Services after that date constitutes acceptance. If a material amendment is materially adverse to you, you may terminate the affected subscription by written notice given before the effective date, and Scribo will refund the pro rata portion of any prepaid Subscription Fee for the unexpired part of the then-current Subscription Term.

28. Force majeure

Neither Party is liable for any failure or delay in performance (other than an obligation to pay money) caused by an event beyond its reasonable control, including act of God, natural disaster, epidemic or pandemic, war, terrorism, civil disturbance, industrial action, act of government or regulator, failure of a utility, telecommunications or internet service, or failure of a third-party hosting or infrastructure provider. The affected Party must notify the other promptly and use reasonable endeavours to mitigate. If the event continues for more than sixty (60) consecutive days, either Party may terminate the affected subscription by written notice.

29. Notices

29.1 Scribo may give notice to you by email to the address registered with your Scribo Account, through the user interface, or by publication on the Website. You must keep your registered contact details current.

29.2 You must give notice to Scribo in writing to the email address stated in Section 32.3 and, where the notice concerns termination, breach or a legal claim, also by post to Scribo’s registered office as stated in Section 32.1.

29.3 Notice by email is deemed given on transmission, provided no delivery failure is received. Notice by post is deemed given three (3) business days after posting.

30. Dispute resolution and governing law

30.1 These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the laws of the Hong Kong Special Administrative Region.

30.2 In the event of a dispute, controversy or claim, the Parties will first seek to resolve it by good faith negotiation between senior representatives, on written notice from either Party setting out the nature of the dispute.

30.3 If the Parties do not reach settlement within sixty (60) calendar days of that notice, either Party may commence arbitration. The dispute will be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. The seat of arbitration is the Hong Kong Special Administrative Region, the tribunal will comprise one (1) arbitrator, and the language of the arbitration is English. During the arbitration, the amount of any settlement offer made by either Party must not be disclosed to the arbitrator until after the arbitrator has determined the amount, if any, to which a Party is entitled. This Section survives termination.

30.4 Nothing in this Section prevents either Party from applying to any court of competent jurisdiction for interim or injunctive relief, including to protect Confidential Information, Personal Data or intellectual property rights.

31. General

31.1 You may not assign, novate or otherwise transfer these Terms or any right or obligation under them without Scribo’s prior written consent. Scribo may assign or novate these Terms to an Affiliate or in connection with a merger, reorganisation, or sale of all or substantially all of its assets or business, on written notice.

31.2 Scribo may perform its obligations through Affiliates, subcontractors and sub-processors, and remains responsible for their performance. Sub-processing of Personal Data is governed by Schedule 3.

31.3 Save for an Indemnified Party’s rights under Sections 23 and 24, these Terms do not confer any right on any person who is not a Party, and the Contracts (Rights of Third Parties) Ordinance (Cap. 623) is excluded. The Parties may vary or rescind these Terms without the consent of any third party.

31.4 The Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship, and neither Party may bind the other.

31.5 These Terms, together with the Schedules, incorporated policies and applicable Orders, constitute the entire agreement between the Parties in relation to their subject matter and supersede all prior representations, understandings and agreements, save that nothing limits liability for fraudulent misrepresentation.

31.6 No failure or delay in exercising a right is a waiver of it. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed, and the remaining provisions continue in full force.

31.7 The Parties agree that these Terms may be entered into, and notices given, in electronic form, and that the Electronic Transactions Ordinance (Cap. 553) applies accordingly.

31.8 Scribo may not identify you as a customer or use your name or logo in marketing materials without your prior written consent.

32. Identity of Scribo and contact details

32.1 Registered particulars

Registered name: Scribo Limited
Business Registration number: 72821412
Company Registration number: 3031853
Registered address: Suite C, Level 7, World Trust Tower, 50 Stanley Street, Central, Hong Kong

32.2 Correspondence address

Mail box no. 1017-4, Unit 1017, 10/F, Building 19W, No. 19 Science Park West Avenue, Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong.

The correspondence address and the registered office are not interchangeable. A notice under Section 29.2 concerning termination, breach or a legal claim must be sent by post to the registered office stated in Section 32.1.

32.3 Contact channels

Email: team@scribo.com.hk

WhatsApp: +852 6311 2012

32.4 Updates

Scribo may update the particulars stated in this Section from time to time to reflect its then-current registered particulars and contact details. An update to this Section alone is not a material amendment for the purposes of Section 27.1.

Part B - Module Schedules

Schedule 1 — Scribo® Clinic Module Terms

These terms apply if and for so long as you subscribe to Scribo® Clinic, in addition to Part A.

1. Description and Permitted Purpose

1.1 Scribo® Clinic is a cloud practice-management Module that assists Registered Health Professionals and Authorised Staff working for a Subscribed Clinic in managing patient records, appointments and online bookings, consultation and clinical documentation, prescribing and in-clinic dispensing workflows, drug formulary generation, drug and allergy alerts, other Clinical Decision Support Functions, inventory and stock control, service packages and customer prepayments, billing, receipts, revenue allocation and reporting, and, where enabled, interfacing with eHRSS.

1.2 Scribo® Clinic may be used only for the direct or indirect operation and management of all or part of the operations of a Subscribed Clinic.

2. Eligibility

2.1 An Eligible Person for Scribo® Clinic is an individual who is:

(a) a Practice Owner of the Subscribed Clinic (a “Clinic Owner”);
(b) a Registered Health Professional practising at the Subscribed Clinic within the scope of their registration, including a registered medical practitioner under the Medical Registration Ordinance (Cap. 161) (a “Registered Doctor”), a registered dentist under the Dentists Registration Ordinance (Cap. 156), and a registered Chinese medicine practitioner under the Chinese Medicine Ordinance (Cap. 549); or
(c) an Authorised Staff of a Clinic Owner.

2.2 You warrant that the Subscribed Clinic is lawfully operated and holds all licences, registrations and authorisations required by Applicable Laws, and that each Registered Health Professional using the Module holds current registration in the relevant register, without conditions inconsistent with the activities carried out using the Module.

3. Roles

Scribo provides default roles for Scribo® Clinic, which include administrator, doctor and staff. The Owner, and any Scribo Practice User Account permitted by the Owner, may create further roles and may adjust the permissions comprised in any role. The permissions available to a role are accordingly configurable by you and are not fixed by Scribo. The Owner must ensure that any permission enabling prescribing, prescription authorisation, formulary configuration or alert-rule configuration is assigned only to individuals lawfully entitled to exercise it.

4. Prescribing and clinical documentation

4.1 The Registered Health Professional who authorises a prescription or clinical record is solely responsible for its content, accuracy, legality and completeness, including all particulars required by Applicable Laws, and for verifying it before authorisation. Section 9 of Part A applies in full.

4.2 You are responsible for configuring prescription and clinical record templates, and for ensuring that documents generated by the Module contain all particulars required by Applicable Laws and by applicable professional codes. Scribo’s default templates are provided as a starting point only and are not warranted to be compliant with any Applicable Law.

4.3 You are responsible for ensuring that any electronic signature, authorisation or audit trail applied within the Module satisfies the requirements applicable to the record in question, and for maintaining any record in a form the Module does not support.

5. In-clinic dispensing

Where the Module is used in connection with the dispensing or supply of medicines at the Subscribed Clinic, you are responsible for ensuring that the activity falls within the entitlement of the relevant Registered Health Professional under the Pharmacy and Poisons Ordinance (Cap. 138), the Antibiotics Ordinance (Cap. 137), the Dangerous Drugs Ordinance (Cap. 134) and other Applicable Laws, and for complying with all applicable labelling, supervision and record-keeping requirements. Paragraphs 5 to 9 of Schedule 2 apply, mutatis mutandis, to the extent the relevant activity is carried out using the Module.

6. eHRSS integration

6.1 Where you enable interfacing with eHRSS, you warrant that you and the Subscribed Clinic are validly registered as a healthcare provider under the Electronic Health Record Sharing System Ordinance (Cap. 625) and that each individual accessing eHRSS through or in connection with the Module is lawfully authorised to do so.

6.2 You are solely responsible for (a) obtaining and maintaining each patient’s sharing consent and any other consent required under Cap. 625; (b) ensuring that any access to, use of, or upload to eHRSS is for a permitted purpose and within the scope of the applicable consent; (c) complying with all directions, guidelines, codes and technical requirements issued by the Commissioner for the Electronic Health Record or the eHRSS operator; and (d) ensuring that no person accesses or uses eHRSS data other than as permitted by Cap. 625.

6.3 You acknowledge that unauthorised access to, use of or disclosure of eHR data may constitute a criminal offence under Cap. 625, and that responsibility for such conduct rests with you and the individuals concerned.

6.4 Scribo acts solely as a technical facilitator of the interface. Scribo does not control eHRSS, gives no warranty as to its availability, accuracy, completeness or performance, and is not liable for any act, omission, unavailability, change, rejection, delay or data discrepancy of or in eHRSS. Section 18 of Part A applies. Scribo may suspend or modify the interface where required by the eHRSS operator, the Commissioner or Applicable Laws.

6.5 You must not treat data retrieved from eHRSS as complete or current, and must verify clinically significant information with the patient and other sources before relying on it.

6.6 You must not make data obtained from eHRSS available to another Subscribed Practice, whether or not that Subscribed Practice sits within the same Scribo Organisation Account, otherwise than as permitted by Cap. 625 and the applicable sharing consent. Section 8.4.8 of Part A applies.

7. Appointments and patient communications

7.1 Where the Module sends appointment confirmations, reminders, follow-ups or other communications to End Users, you are the sender and are responsible for the content and lawfulness of those communications, including compliance with the PDPO, the Unsolicited Electronic Messages Ordinance (Cap. 593) where applicable, and the Undesirable Medical Advertisements Ordinance (Cap. 231).

7.2 Scribo does not warrant that any communication will be delivered, delivered on time, or received or read by the intended recipient. You must not rely on the Module as the sole means of communicating clinically significant information.

8. Billing, revenue allocation and prepayments

8.1 You are responsible for the accuracy and lawfulness of all fees, charges, receipts, invoices, service packages and revenue allocation or fee-splitting arrangements configured in or generated by the Module, including their compliance with Applicable Laws and applicable professional codes governing fee-sharing, referral and advertising.

8.2 Where the Module records customer prepayments, prepaid packages or stored value, you are solely responsible for the terms on which those are sold, for honouring them, for compliance with Applicable Laws governing prepaid arrangements and consumer protection, and for any liability arising on cessation of the Subscribed Clinic’s business. The Module records such arrangements; it does not hold, safeguard or guarantee customer funds.

9. Antimicrobial transaction recording

You acknowledge that the coverage of CTR is expected to be extended to doctors, dentists and veterinary surgeons. You are responsible for monitoring the applicable requirements and timetable, and for your own compliance. Paragraph 9 of Schedule 2 applies, mutatis mutandis, to any CTR functionality made available in this Module.

10. Commercial model

10.1 The Subscription Fee for Scribo® Clinic is a flat fee charged per Subscribed Clinic per Subscription Term, at the monthly or annual rate set out in the applicable Order. It does not vary with the number of consultations, prescriptions, patients or transactions processed.

10.2 Each subscription includes a User Quota. The User Quota applicable to your subscription is that set out in the applicable Order or in the quotation issued to you. Scribo may change the User Quota in accordance with Section 12.3.5 of Part A.

10.3 Each Licensed User in excess of the User Quota is an Additional User and requires payment of an Additional User Fee for each Billing Month. Additional User Fees are payable monthly in advance, whether the underlying subscription is monthly or annual.

10.4 An Additional User entitlement is activated, and the corresponding capacity opened on the Scribo Clinic Account, only on receipt by Scribo of the Additional User Fee for the relevant Billing Month. Scribo is under no obligation to permit access by an Additional User before payment is received.

10.5 You may reduce the number of Additional Users with effect from the start of the next Billing Month. No refund or credit is given in respect of any part of a Billing Month for which an Additional User Fee has been paid, whether or not the entitlement is used.

10.6 An Additional User entitlement renews automatically for each successive Billing Month, and the Additional User Fee is charged automatically, where a valid payment instrument has been provided and authorised for automatic charging under Section 12.2.4 of Part A. Where fees are instead settled by bank transfer, cheque or other offline means against an invoice, an Additional User entitlement does not renew automatically: it subsists only in respect of each Billing Month for which the Additional User Fee has been received, and lapses at the end of that Billing Month if the Additional User Fee for the following Billing Month has not been received.

10.7 Where an Additional User entitlement is due to lapse under paragraph 10.6, Scribo will give the Owner and, where applicable, the Organisation Administrator not less than seven (7) calendar days’ notice before the lapse takes effect.

10.8 No annual rate is offered in respect of an Additional User. An Additional User Fee is charged for each Billing Month, whether the underlying subscription is on a monthly or an annual basis.

10.9 Where the User Quota applicable to your subscription is increased, the increased quota absorbs existing Additional Users automatically, and no Additional User Fee is payable in respect of any Licensed User who falls within the increased quota with effect from the date on which the increase takes effect.

Schedule 2 — Scribo® Pharmacy Module Terms

These terms apply if and for so long as you subscribe to Scribo® Pharmacy, in addition to Part A.

1. Description and Permitted Purpose

1.1 Scribo® Pharmacy is a cloud pharmacy-management Module that assists Registered Pharmacists and Authorised Staff working for a Subscribed Pharmacy in managing dispensing of prescription and non-prescription medicines, prescription intake, processing, queueing and collection tracking, pharmacy product catalogue and formulary management, look-up of Reference Data relating to pharmaceutical products registered in Hong Kong, Dispensing Algorithms (including for complex regimens such as tapering and titration), dispensing labels and patient information output, inventory management on a first-expiry-first-out basis with batch tracking and expiry alerting, electronic transaction records including the generation of records for the purposes of CTR, retail transactions, and reporting.
1.2 Scribo® Pharmacy may be used only for the direct or indirect operation and management of all or part of the operations of a Subscribed Pharmacy.

2. Eligibility and licensing

2.1 An Eligible Person for Scribo® Pharmacy is an individual who is:

(a) a Practice Owner of the Subscribed Pharmacy (a “Pharmacy Owner”);
(b) a Registered Pharmacist practising at the Subscribed Pharmacy; or
(c) an Authorised Staff of a Pharmacy Owner who, in relation to any activity requiring the supervision of a Registered Pharmacist, acts under such supervision in accordance with Applicable Laws.

2.2 You warrant and undertake that, throughout the Subscription Term:

(a) the Subscribed Pharmacy is an Authorized Seller of Poisons holding a current and valid listing on the register kept under the Pharmacy and Poisons Ordinance (Cap. 138), or otherwise holds every licence, permit and authorisation required by Applicable Laws for the activities it carries out using the Module, including where applicable a permit under the Antibiotics Ordinance (Cap. 137) and any licence or authorisation required under the Dangerous Drugs Ordinance (Cap. 134);
(b) the Subscribed Pharmacy complies at all times with the pharmacist supervision and pharmacist presence requirements applicable to it under Cap. 138, its subsidiary legislation, its licensing conditions, and the codes of practice and directions issued by the Pharmacy and Poisons Board of Hong Kong; and
(c) each Registered Pharmacist using the Module holds current registration without conditions inconsistent with the activities carried out using the Module.

2.3 You must provide the licence number and category of the Subscribed Pharmacy, and the name and registration number of the Registered Pharmacist or Pharmacists responsible for supervision, and must keep that information current. Section 7.4 of Part A applies to any change.

2.4 Scribo may, on reasonable notice, request documentary evidence of any licence, registration or permit, and may suspend the Module under Section 20.2 of Part A if that evidence is not provided within a reasonable period.

3. Roles and supervision

3.1 Scribo provides default roles for Scribo® Pharmacy, which include administrator, pharmacist and staff. The Owner, and any Scribo Practice User Account permitted by the Owner, may create further roles and may adjust the permissions comprised in any role. The permissions available to a role are accordingly configurable by you and are not fixed by Scribo.

3.2 The Module does not enforce any technical control preventing a role from completing a dispensing step by reason only that the individual holding that role is not a Registered Pharmacist. Responsibility for ensuring that each dispensing step is carried out by, or under the supervision of, an appropriately qualified person accordingly rests with you, and Section 9 of Part A applies.

3.3 The Owner must ensure that any permission enabling the final verification or release of a dispensed item, the creation or modification of a Dispensing Algorithm, the configuration of a formulary or alert rule, the amendment of a completed dispensing or transaction record, or access to functionality relating to dangerous drugs or antibiotics, is assigned only to individuals lawfully entitled to exercise it.

3.4 You acknowledge that role configuration within the Module does not itself discharge any statutory supervision requirement, and that responsibility for ensuring that each activity is carried out by, or under the supervision of, an appropriately qualified person rests with you.

4. Dispensing, Dispensing Algorithms and complex regimens

4.1 Section 9 of Part A applies in full to every dispensing output of the Module.

4.2 You acknowledge that the Module supports the configuration of Dispensing Algorithms, including for complex regimens such as progressive dose increases and reductions, tapering and titration schedules, split and combined pack quantities, and non-standard dosing intervals, and that:

(a) the design and configuration of any Dispensing Algorithm created, modified, imported or selected by or for you is your sole responsibility under Section 9.3 of Part A;
(b) an error in a Dispensing Algorithm, or in its configuration, inputs or application, may result in an incorrect quantity, dose, schedule, direction or label, with potential for serious harm to a patient; and
(c) you must implement and maintain documented procedures for the design, clinical validation, testing, approval, version control, periodic review and change control of every Dispensing Algorithm, and for the independent verification by a Registered Pharmacist of every dispensing output before supply.

4.3 You must not configure or use the Module so as to permit the supply of any medicine without the verification required by Applicable Laws and by your own procedures, or so as to bypass, disable, suppress or automatically override any alert, warning, check or verification step, save where that is done by an appropriately qualified person on a considered, documented and clinically justified basis.

4.4 You are responsible for the completeness and accuracy of the pharmacy product catalogue and formulary, including product identity, strength, form, pack size, registration status, legal classification, and any restriction on its sale or supply.

5. Prescriptions

5.1 You are solely responsible for determining, in each case, whether a prescription is valid, lawful, legible, complete, genuine, unexpired and within the entitlement of the prescriber, and whether it may lawfully be dispensed. The Module does not verify prescription validity or prescriber entitlement, and any assistance it provides is a Clinical Decision Support Function to which Section 9 of Part A applies.

5.2 Where a prescription is received in the Module electronically, including from a Subscribed Clinic using Scribo® Clinic:

(a) transmission does not constitute verification by Scribo of the prescription, the prescriber or the prescriber’s entitlement;
(b) you must satisfy yourself that dispensing against an electronically transmitted prescription is lawful and that any requirement for an original, hard-copy, signed or marked prescription is met; and
(c) where the transmitting Subscribed Clinic and the receiving Subscribed Pharmacy are not under common ownership, an inter-practice data sharing addendum in a form approved by Scribo must be in place between them before prescriptions are transmitted electronically. That addendum governs the role of each party under the PDPO and the basis on which the patient’s consent to the transfer is obtained and recorded.

5.3 You are responsible for the retention of prescriptions and for the recording of dispensing particulars, in the form and for the periods required by Applicable Laws. Section 11 of Part A applies.

6. Labels and patient information

6.1 You are solely responsible for ensuring that every dispensing label, container label, direction, warning, cautionary advisory and patient information output generated using the Module contains all particulars required by Applicable Laws, is accurate and legible, and is affixed to the correct product and container.

6.2 Label templates and default content supplied by Scribo are provided as a starting point only. Scribo does not warrant that any template or default content complies with any Applicable Law, and you must review, validate and maintain every template you use.

6.3 You are responsible for ensuring that any product information, advice, promotional content or claim generated, stored or displayed using the Module complies with the Undesirable Medical Advertisements Ordinance (Cap. 231), the Trade Descriptions Ordinance (Cap. 362), Cap. 138 and other Applicable Laws.

7. Statutory registers and records

7.1 You acknowledge that Applicable Laws require an Authorized Seller of Poisons to create and keep records and registers in respect of, among other things, the sale and supply of poisons, the dispensing of prescriptions, the transaction of antibiotics and the transaction of dangerous drugs, in each case in the form, with the particulars and for the periods prescribed.

7.2 The Module does not discharge those obligations. Section 11 of Part A applies in full. In particular, you acknowledge and agree that:

(a) certain registers and books must be kept in a prescribed physical or bound form, or in a form or manner approved or accepted by the relevant Governmental Authority, and an electronic record generated by the Module may not satisfy that requirement;
(b) it is your sole responsibility to determine what Applicable Laws require in respect of each register or record, and to maintain, in the required form and manner, any register or record that the Module does not or cannot satisfy, including in parallel with the Module where necessary; and
(c) Scribo makes no representation that any record, register, output or export generated by the Module satisfies any statutory record-keeping requirement, and you must not represent otherwise to any Governmental Authority.

7.3 You must not amend, delete or backdate a completed dispensing, sale or transaction record otherwise than in a manner that preserves a complete and accurate audit trail, and you are responsible for ensuring that your use of any correction or amendment functionality complies with Applicable Laws.

8. Inventory, batch tracking and expiry

8.1 You are responsible for configuring and maintaining inventory settings, including first-expiry-first-out logic, reorder levels, batch and lot recording, expiry thresholds and alert parameters, and for the accuracy of all stock, batch, expiry and cost data entered into the Module.

8.2 Expiry, batch, stock-level and recall alerts are Clinical Decision Support Functions and aids only. The absence of an alert is not confirmation that a product is in date, in stock, correctly batched or not subject to recall. You must physically verify the identity, condition, batch and expiry of every product before supply.

8.3 You must perform periodic reconciliation of physical stock against recorded stock, investigate every material discrepancy, and retain records of that reconciliation and investigation. Scribo is not responsible for any discrepancy, shortage, loss, diversion, misappropriation or theft of stock.

8.4 You are solely responsible for identifying and responding to product recalls, alerts and withdrawals issued by any Governmental Authority or manufacturer, and for any adverse drug reaction reporting required of you. The Module may assist in identifying affected batches or patients but does not monitor for, or notify you of, recalls or safety alerts unless expressly stated in an Order.

9. Computerised Transaction Record (CTR)

9.1 The Module may generate, record, format and export data, including in CSV form, intended to assist you in recording antimicrobial transactions for the purposes of CTR.

9.2 You acknowledge and agree that:

(a) CTR is operated by the Drug Office of the Department of Health. Scribo has no relationship with, control over, or endorsement from the Department of Health or the Drug Office in respect of CTR, and the Module is not certified, approved or accredited by either;
(b) you must obtain and maintain your own CTR account and any digital certificate, including a Hongkong Post e-Cert, required to register and operate it, and you are responsible for the allocation of authorised user and company user roles within CTR and for any approval workflow within CTR;
(c) you are solely responsible for the accuracy, completeness and timeliness of all data submitted to CTR, including opening balances, incoming and outgoing transactions, dispensing records, prescription, prescriber and patient particulars, batch numbers, pack sizes, quantities and balances, and for submitting them within any period allowed by the Department of Health;
(d) submission to CTR is not effected by the Module unless an Order expressly states that a direct interface is provided; where no direct interface is provided, generation of an export file by the Module does not constitute submission, and you remain responsible for submitting it;
(e) you must reconcile recorded balances against physical stock before confirming any reconciliation in CTR, and must investigate discrepancies; and
(f) the requirements, scope, technical specifications, file formats and timetable applicable to CTR may change. You are responsible for monitoring those changes and for your own compliance. Scribo will use reasonable endeavours to maintain compatibility of any CTR-related functionality but does not warrant that it will remain compatible with, or accepted by, CTR.

9.3 Scribo is not liable for any fine, penalty, enforcement action, licence condition, disciplinary consequence or other loss arising from any failure to record, submit, correct or retain CTR data, or from any rejection of data by CTR.

10. Dangerous drugs and controlled substances

10.1 Where the Subscribed Pharmacy handles dangerous drugs within the meaning of the Dangerous Drugs Ordinance (Cap. 134), you must comply with all Applicable Laws relating to their procurement, storage, security, supply, destruction and recording.

10.2 You acknowledge that record-keeping requirements for dangerous drugs are prescriptive as to form and manner, and that paragraph 7.2 of this Schedule applies with particular force. You must not rely on the Module as your statutory dangerous drugs register unless you have satisfied yourself, and where appropriate obtained confirmation from the relevant Governmental Authority, that it is permissible to do so.

10.3 The Owner must restrict access to any functionality relating to dangerous drugs to individuals lawfully entitled to exercise it, and must maintain an auditable record of those access rights.

11. Retail operations

Where the Module is used for retail transactions, you are responsible for the accuracy of pricing, promotions, receipts and refunds, for compliance with the Trade Descriptions Ordinance (Cap. 362) and other consumer protection laws, and for the operation of any point-of-sale hardware and payment terminal. Section 18 of Part A applies to any payment integration.

12. Commercial model

12.1 The Subscription Fee for Scribo® Pharmacy is a flat fee charged per Subscribed Pharmacy per Subscription Term, at the monthly or annual rate set out in the applicable Order.

12.2 A subscription to Scribo® Pharmacy includes an unlimited number of Licensed Users. No User Quota and no Additional User Fee applies. Sections 8.5.2 and 8.5.3 of Part A continue to apply, and in particular each Licensed User must be a named individual and credentials must not be shared.

12.3 Each subscription is subject to a Basic Prescribed Items Limit, being the maximum number of Prescribed Items that may be Processed under the Scribo Pharmacy Account in a Billing Month without an Overage Charge becoming payable. The Basic Prescribed Items Limit applicable to your subscription is that set out in the applicable Order or in the quotation issued to you. Scribo may change the Basic Prescribed Items Limit in accordance with Section 12.3.5 of Part A.

12.4 For the purposes of the Basic Prescribed Items Limit:

(a) a single dispensing episode in respect of one Drug Entity, for a supply period of up to four (4) weeks, is one (1) Prescribed Item, regardless of the number of drug items, units, strengths or pack presentations dispensed to fulfil the prescribed dosage;
(b) where one Drug Entity is dispensed or Processed for a supply period exceeding four (4) weeks, each period of four (4) weeks and each remaining part of such a period is a separate Prescribed Item, so that the number of Prescribed Items is the supply period in weeks divided by four (4) and rounded up to the next whole number;
(c) different Drug Entities dispensed in the same episode are counted separately;
(d) a partial supply, an owing, or the subsequent supply of the balance of a partial supply, in each case in respect of the same Drug Entity and the same dispensing episode, does not give rise to an additional Prescribed Item;
(e) an entry that is corrected, amended or reprinted does not give rise to an additional Prescribed Item, provided the correction relates to the same Drug Entity and the same dispensing episode; and
(f) an entry that is cancelled or voided before supply, and any entry made in a training, test or sandbox environment made available by Scribo, is not counted.

12.5 A Prescribed Item is counted when both of the following have occurred: (a) the Module has generated a dispensing instruction in respect of one Drug Entity, for the fulfilment of a prescribed dose for a supply period of up to four (4) weeks; and (b) the Module records that the drug so dispensed has been issued out. A dispensing instruction in respect of which no issue out is recorded is not counted.

12.6 For the avoidance of doubt:

(a) the sale or supply of an over-the-counter or self-selection product is not counted as a Prescribed Item, whether or not it is processed through the dispensing workflow, and only items dispensed in fulfilment of a prescribed dose are counted; and
(b) where a prescribed dose has no fixed duration, including a dose prescribed on an as-required or pro re nata basis, the dispensing of the relevant Drug Entity is counted as one (1) Prescribed Item, irrespective of the quantity supplied.

12.7 Prescribed Items Processed in excess of the Basic Prescribed Items Limit in a Billing Month incur an Overage Charge, calculated on a tiered basis in accordance with the Annex to this Schedule. Overage Charges are calculated and invoiced monthly in arrears in accordance with Section 12.3.9 of Part A.

12.8 Scribo does not publish its Overage Charge rates or bands in these Terms. The rates and bands applicable to you are those set out in the quotation issued to you by Scribo and in the applicable Order. Scribo will make the applicable rates and bands available to you before you place an Order, and you should not place an Order unless you have received and reviewed them.

12.9 You acknowledge that (a) an Overage Charge may be substantial and may, in any Billing Month, exceed the Subscription Fee payable for that period; (b) the rates and bands applicable to you were made available to you before you placed your Order; and (c) you had the opportunity to review them and to raise any question about them before placing your Order. Scribo will not seek to recover an Overage Charge calculated by reference to any rate or band that had not been made available to you before the beginning of the Billing Month in which the relevant Prescribed Items were Processed.

12.10 The bands apply marginally, as illustrated in paragraph A2 of the Annex. Each rate applies only to those Prescribed Items falling within its own band, and reaching a higher band does not alter the rate applicable to Prescribed Items falling within a lower band. The band into which a Prescribed Item falls is determined by the total number of Prescribed Items Processed under the Scribo Pharmacy Account in the Billing Month. No Overage Charge is payable in respect of Prescribed Items falling within the Basic Prescribed Items Limit.

12.11 Section 12.3.8 of Part A applies: exceeding the Basic Prescribed Items Limit does not of itself cause dispensing functionality to be suspended, blocked or throttled.

12.12 The Basic Prescribed Items Limit applies separately to each Scribo Pharmacy Account and is not pooled across Subscribed Pharmacies, whether or not under common ownership or within the same Scribo Organisation Account. Section 12.3.2 of Part A applies.

Annex to Schedule 2 — calculation of Overage Charges

A1. The Overage Charge for a Billing Month is calculated by reference to bands of Prescribed Items Processed under a single Scribo Pharmacy Account, in respect of a single Subscribed Pharmacy, in that Billing Month. The first band corresponds to the Basic Prescribed Items Limit and attracts no Overage Charge, being covered by the Subscription Fee. Each subsequent band attracts a rate per Prescribed Item Processed. The bands and rates applicable to you are those notified to you under paragraph 12.8 of this Schedule, and are not reproduced in these Terms.

A2. Each rate applies only to those Prescribed Items falling within the corresponding band. The bands are cumulative, and reaching a band does not alter the rate applicable to Prescribed Items falling within a lower band.

By way of illustration only, using hypothetical figures which are not Scribo’s rates or bands: if the Basic Prescribed Items Limit were 1,000, the second band were 1,001 to 2,000 at a rate of HK$3.00 per Prescribed Item, and the third band were 2,001 to 3,000 at a rate of HK$2.00 per Prescribed Item, then Processing 2,400 Prescribed Items in a Billing Month would give an Overage Charge of (a) nil in respect of the first 1,000; plus (b) HK$3.00 in respect of each of the next 1,000, being HK$3,000; plus (c) HK$2.00 in respect of each of the remaining 400, being HK$800. The Overage Charge for that Billing Month would accordingly be HK$3,800.

A3. The first band tracks the Basic Prescribed Items Limit. The first band corresponds to the Basic Prescribed Items Limit. If the Basic Prescribed Items Limit is changed under Section 12.3.5 of Part A, the first band and the lower boundary of the second band change accordingly, and the remaining band boundaries are unaffected unless Scribo states otherwise when giving notice of the change. Where a revised Basic Prescribed Items Limit equals or exceeds the upper boundary of a subsequent band, that band ceases to have effect. Scribo will restate the bands and rates in full when giving notice of any change to the Basic Prescribed Items Limit that has that effect.

A4. Rounding. The Overage Charge for a Billing Month is calculated on the aggregate for that Billing Month and rounded to the nearest cent.

A5. Taxes. Overage Charges are exclusive of any applicable taxes, levies or duties. Section 12.2.2 of Part A applies.

A6. Changes and Licensee-specific rates. Scribo may change its Overage Charge rates and bands in accordance with Section 12.3.5 of Part A. Because those rates and bands are not published in these Terms, Scribo will give notice of any change directly to you under Section 29.1, and not by publication on the Website alone. Where different rates or bands are agreed with a particular Licensee, those set out in that Licensee’s Order prevail.

Schedule 3 — Data Processing Terms

1. Scope and roles

1.1 This Schedule applies to Scribo’s Processing of Personal Data contained in Practice Data on your behalf. You are the data user; Scribo is a data processor acting on your instructions. This Schedule implements the contractual measures required of a data user by Data Protection Principles 2(3) and 4(2) of the PDPO.

1.2 Where a Module involves Personal Data governed by the Electronic Health Record Sharing System Ordinance (Cap. 625), that Ordinance applies in addition to and prevails over this Schedule to the extent of any inconsistency.

1.3 Where a Scribo Organisation Account contains Scribo Practice Accounts operated by different legal persons, each such person is the data user in respect of the Practice Data of its own Subscribed Practice. The Organisation is responsible for ensuring that each such person gives the warranties in paragraph 5. The Scribo Platform enables access to Practice Data across Scribo Practice Accounts within the same Scribo Organisation Account. Sections 8.4.6 to 8.4.10 of Part A govern that access, and any such access as between Scribo Practice Accounts operated by different legal persons is a transfer between data users for which the Organisation and the Subscribed Practices concerned, and not Scribo, are responsible.

2. Processing details

Subject matter: Provision of the Scribo Services and Additional Services

Duration: The Subscription Term, plus the Export Window and any period of retention permitted or required under Section 21 of Part A

Nature and purpose: Hosting, storage, transmission, backup, retrieval, display, support, security monitoring and, where instructed, migration

Categories of data subject: Patients, customers, End Users, Practice Members, Licensed Users, prescribers and suppliers

Categories of Personal Data: Identity and contact data; clinical, diagnostic, prescription, dispensing and medication data; allergy and adverse reaction data; transaction, payment and insurance data; and account and audit data

Sensitivity: Includes health data, which requires a correspondingly higher standard of protection

3. Scribo’s obligations

Scribo will: (a) Process Personal Data only as necessary to provide the Scribo Services and Additional Services, as instructed by you, or as required by Applicable Laws; (b) not use Personal Data for its own purposes, and not sell or disclose it save as permitted by these Terms; (c) implement and maintain technical and organisational measures appropriate to the nature of the data, including access controls, encryption in transit and at rest, network and application controls, logging of user actions and of changes made to Practice Data, segregation, personnel screening and training, secure development, and vulnerability and patch management, as further described in the Trust Centre; (d) ensure personnel with access are bound by confidentiality obligations and access data only on a need-to-know basis; (e) not retain Personal Data longer than is necessary for the purposes for which it is used, and delete or de-identify it in accordance with Section 21 of Part A; (f) notify you without undue delay on becoming aware of a data breach affecting your Personal Data and provide reasonably available information to assist you in meeting your obligations; (g) provide reasonable assistance, at your cost, with data access and correction requests, privacy impact assessments and regulatory enquiries; and (h) on request, make available information reasonably necessary to demonstrate compliance, including the materials published in the Trust Centre and, where available, its ISO/IEC 27001 certificate and summary audit reports.

4. Sub-processors and transfers

4.1 You authorise Scribo to engage sub-processors, including cloud infrastructure, content delivery, payment, communications and support providers. A Partner is not a sub-processor for the purposes of this Schedule unless Scribo has notified you that it is; Section 18.8 of Part A governs the disclosure of Practice Data to a Partner. Scribo will impose on each sub-processor obligations no less protective than this Schedule and remains responsible for their performance. Scribo maintains a current list of its sub-processors in the Trust Centre, and will give not less than thirty (30) days’ notice of any intended addition to or replacement of that list, during which period you may object on reasonable data protection grounds.

4.2 Practice Data is stored and backed up in Hong Kong, in the Hong Kong regions of the infrastructure providers named in the Trust Centre, and is not accessed by Scribo from outside Hong Kong, except where an Order for a bespoke solution provides otherwise. Where any Personal Data is nevertheless transferred outside Hong Kong, Scribo will ensure that it is subject to protections comparable to those required by the PDPO, and will implement the Privacy Commissioner’s recommended model contractual clauses where appropriate.

5. Your obligations

You warrant that (a) you have a lawful basis for the collection and use of all Personal Data submitted to the Scribo Services; (b) you have given all required personal information collection statements and obtained all required consents, including for transfer to and Processing by Scribo and its sub-processors and, where applicable, for eHRSS sharing; (c) your instructions to Scribo will not cause Scribo to breach the PDPO; and (d) you have implemented appropriate access controls, role assignments and internal policies within your Scribo Practice Account.

6. Deletion and return

On termination and in accordance with Section 21 of Part A, Scribo will delete or irreversibly de-identify Personal Data, save to the extent retention is required by Applicable Laws or is necessary for the establishment, exercise or defence of legal claims, or is contained in routine backups overwritten in the ordinary course.