Version: 1.0

Effective Date: 20/07/2026

1. Purpose

This Professional User Agreement (“Agreement”) sets out the terms governing the use of the Memo platform by professional carers, healthcare professionals, care organisations, local authorities, NHS organisations and other regulated service providers.

Its purpose is to:

• support safe and effective use of Memo within professional care environments;
• clarify the respective responsibilities of Memry and professional users;
• protect the rights and wellbeing of Primary Users;
• support compliance with legal, regulatory and professional obligations; and
• promote secure, transparent and accountable use of the Service.

This Agreement forms part of the Memo Legal Framework and should be read together with the:

• Terms of Use
• Privacy Notice
• Acceptable Use Policy
• AI Transparency & Responsible AI Statement
• Authority, Capacity & Representation Policy
• Safeguarding & Emergency Escalation Policy
• Data Processing Agreement (where applicable)
• Information Security Policy

2. Scope

This Agreement applies to individuals and organisations using Memo in a professional capacity, including but not limited to:

• NHS organisations;
• Integrated Care Boards;
• NHS Trusts;
• GP practices;
• local authorities;
• adult social care providers;
• domiciliary care providers;
• residential care homes;
• nursing homes;
• hospices;
• supported living providers;
• charities;
• private healthcare organisations;
• registered healthcare professionals;
• regulated care professionals.

Professional users must ensure that all authorised staff comply with this Agreement.

3. Professional Responsibilities

Memo is a care coordination and decision-support platform.

Professional users remain solely responsible for:

• assessment;
• diagnosis;
• care planning;
• clinical judgement;
• safeguarding decisions;
• medication management;
• professional record keeping;
• regulatory compliance;
• decisions affecting the health, welfare and legal rights of service users.

Use of Memo does not transfer any professional duty of care to Memry.

4. Human Oversight

Memo has been designed to support—not replace—professional judgement.

Professional users must exercise appropriate human oversight over:

• AI-generated responses;
• reminders;
• summaries;
• recommendations;
• notifications;
• wellbeing indicators;
• automated suggestions.

AI outputs should always be considered within the context of the individual’s circumstances and professional judgement.

5. Clinical Independence

Nothing within Memo should be interpreted as directing or replacing clinical decision-making.

Professional users retain complete independence regarding:

• diagnosis;
• treatment;
• referrals;
• safeguarding decisions;
• prescribing;
• risk assessment;
• discharge planning;
• care planning.

Any AI-generated information should be reviewed critically before influencing professional decisions.

6. Safeguarding Duties

Professional users remain responsible for complying with all safeguarding duties arising under applicable legislation, professional standards and organisational policies.

Where safeguarding concerns arise, organisations must follow their own safeguarding procedures.

Memo may support safeguarding activities by providing information, alerts or communication tools, but does not determine whether abuse, neglect or exploitation has occurred.

Where Memry becomes aware of information suggesting an immediate risk of serious harm, we may take reasonable steps permitted by law to protect individuals or comply with legal obligations.

7. Confidentiality

Professional users must preserve the confidentiality of personal information accessed through Memo.

Information may only be accessed where:

• it is necessary for professional duties;
• appropriate authority exists;
• access complies with applicable legislation;
• organisational policies permit access.

Professional users must not disclose confidential information except where authorised by law or organisational policy.

8. Organisational Administration

Each organisation is responsible for:

• appointing authorised administrators;
• approving user accounts;
• maintaining accurate staff permissions;
• promptly removing access for departing staff;
• ensuring staff receive appropriate training;
• reviewing user permissions periodically.

Organisations should operate role-based access wherever reasonably practicable.

9. User Account Security

Professional users must:

• maintain secure passwords;
• protect authentication credentials;
• use approved devices where required;
• report suspected unauthorised access immediately;
• comply with organisational cyber security requirements.

Accounts must not be shared between staff.

10. Audit Logging

To support accountability, security and regulatory compliance, Memo may maintain audit logs recording activities such as:

• user authentication;
• account access;
• changes to user information;
• updates to care-related information;
• administrative actions;
• permission changes;
• access to the Memry Vault;
• security-related events.

Audit records may be made available to authorised organisations where appropriate and lawful.

Audit logs help support governance but do not replace organisational record-keeping obligations.

11. Data Protection Responsibilities

Depending upon how Memo is used:

• the organisation may act as Data Controller;
• Memry may act as Data Processor;
• both parties may have independent data protection responsibilities.

Roles will depend upon the circumstances and any contractual arrangements between the parties.

Where required, the relationship will be governed by a separate Data Processing Agreement.

Professional users remain responsible for ensuring that personal information is processed lawfully.

12. Compliance Obligations

Organisations remain responsible for compliance with all legislation and professional requirements applicable to their services, including, where relevant:

• UK GDPR;
• Data Protection Act 2018;
• Health and Social Care Act 2008;
• Mental Capacity Act 2005;
• Equality Act 2010;
• Human Rights Act 1998;
• applicable NHS standards;
• Care Quality Commission requirements;
• professional regulatory codes;
• local safeguarding procedures.

Use of Memo does not remove or reduce any statutory or professional obligation.

13. Artificial Intelligence

Professional users acknowledge that:

• AI-generated content may contain inaccuracies;
• AI outputs are intended only to support professional work;
• significant decisions should not rely solely upon AI;
• professional judgement always takes precedence.

Users should report any material AI errors that could affect safety or service quality.

14. Service Availability

Although Memry aims to provide a reliable Service, uninterrupted availability cannot be guaranteed.

Professional organisations should maintain appropriate contingency arrangements and business continuity procedures.

Memo should not be regarded as the sole repository for essential operational or clinical information.

15. Intellectual Property

All intellectual property rights relating to Memo remain the property of Memry Corporation Limited or its licensors.

Professional users receive only the limited rights necessary to use the Service under the applicable licence.

No ownership of the Service or its underlying technology is transferred.

16. Security Incidents

Professional users must notify Memry promptly where they become aware of:

• unauthorised access;
• suspected data breaches;
• compromised credentials;
• malware affecting Memo;
• significant cyber security incidents involving the Service.

Nothing in this Agreement removes any obligation to notify regulators or affected individuals where required by law.

17. Organisational Liability

Each organisation remains responsible for:

• decisions made by its staff;
• compliance with applicable law;
• safeguarding practice;
• staff training;
• access management;
• professional supervision.

Memry is responsible only for the provision of the Memo platform in accordance with its contractual obligations.

18. Suspension of Access

Memry may suspend organisational or individual access where reasonably necessary to:

• protect users;
• investigate misuse;
• address cyber security risks;
• comply with legal obligations;
• investigate safeguarding concerns;
• prevent unauthorised access.

Where reasonably practicable, Memry will notify the organisation before suspension.

19. Changes to this Agreement

Memry may amend this Agreement to reflect changes in legislation, regulatory guidance, technology or the development of Memo.

Material changes will be communicated to affected organisations in advance where reasonably practicable.

Continued use of the Service after the effective date constitutes acceptance of the revised Agreement.

20. Contact

Questions regarding this Agreement should be directed to:

Memry Corporation Limited

Privacy & Governance Team

Email: Team@Memry.io

Website: www.Memry.io

Registered Office: The Towers Building, 6 Brincliffe Crescent, Sheffield, S119AW UK