AmbuNet Business Subscription Agreement (v1.0)

Effective: 1 October 2026

1. About this Agreement

This AmbuNet Business Subscription Agreement ("Agreement") is between Care Nav Ltd, trading as AmbuNet ("AmbuNet", "we", "us", "our"), and the organisation that subscribes to the AmbuNet platform ("the Customer", "you").

It sets out the commercial terms of the Customer's subscription:

The package the Customer has selected and the capacity included in it
The fees, how they are billed and how the subscription renews
How usage is measured against the agreed allowances, and what happens when an allowance is exceeded
How the subscription can be varied, cancelled or ended

This Agreement is a separate document from the AmbuNet Terms of Use, the AmbuNet Privacy Policy and any Data Processing Agreement. Those documents continue to apply as described in sections 11 and 14.

In this Agreement:

Plan Summary means the summary generated by AmbuNet and accepted on behalf of the Customer, which records the Customer's package, price, billing cadence and included allowances
PTS means patient transport services managed in the AmbuNet Patient Transport module
Control room means a control room opened in the AmbuNet Command and Control module
Calendar month means a calendar month in UK time (the Europe/London time zone)
In writing includes email and an acceptance recorded electronically in the AmbuNet platform

2. Acceptance and Authority

This Agreement is accepted on behalf of the Customer, together with the Plan Summary presented with it, by a person who confirms that they:

Have reviewed this Agreement
Accept it on behalf of the Customer
Have authority to bind the Customer

AmbuNet keeps a record of each acceptance. The record includes the version of this Agreement and the Plan Summary that were accepted, the accepting person's name, email address and stated role, the date and time of acceptance, and the IP address and browser details used. The record is not altered after it is made.

The Customer's acceptance takes effect when it is recorded. For a new Customer, the subscription starts when checkout has been completed.

3. Package Selection and Included Capacity

The Customer selects a package when it subscribes. The standard packages are Core, Premium and Enterprise. Larger organisations may agree an Enterprise+ package by quotation (see section 10).

The package determines which AmbuNet modules and features the Customer can use, and the capacity included in the subscription.

The standard allowances are:

Core: up to 50 employees, 10 vehicles and 1 base location. PTS journeys and control-room hours are not included.
Premium: up to 100 employees, 20 vehicles and 2 base locations. PTS journeys and control-room hours are not included.
Enterprise: up to 200 employees, 40 vehicles and 4 base locations, up to 500 PTS journeys per calendar month, up to 200 active control-room hours per calendar month, and up to two concurrently active control rooms.

The Customer's accepted Plan Summary records its package, price, billing cadence and allowances. Where the Plan Summary differs from the standard allowances above (for example because allowances have been separately agreed or quoted), the Plan Summary prevails for that Customer.

The Customer's allowance for each item is the capacity included in its Plan Summary, together with:

Any additional capacity the Customer has purchased or agreed in writing with AmbuNet
Any temporary or complimentary capacity granted by AmbuNet, for the period AmbuNet states

Temporary or complimentary capacity lapses on its expiry date. It does not become a permanent allowance unless a variation is agreed in writing.

4. Fees, VAT, Billing Cadence and Renewal

The subscription fee is the price shown in the Customer's Plan Summary, in the currency shown there.

VAT: Fees are stated exclusive of VAT. VAT is added at the applicable rate and shown on the Customer's invoices.
Billing cadence: The subscription is billed in advance, either monthly or annually, as recorded in the Plan Summary.
Payment: Subscription fees are collected through our payment provider, Stripe, as recurring charges. They are charged to the payment method the Customer provides or, where AmbuNet has agreed to invoice the Customer, invoiced for payment on the terms shown on the invoice.
Renewal: The subscription renews automatically at the end of each billing period for a further period of the same length (one month or one year), until it is cancelled under section 12.

For a standard package, the Plan Summary shows the list price, and any discount applied at checkout is shown on the Customer's invoice. Where the Customer's price has been separately agreed or quoted, the Plan Summary shows that price. If the Plan Summary states that fees are as invoiced, the subscription fee is the amount agreed in writing between the Customer and AmbuNet and shown on the Customer's invoices.

If a payment fails, the provisions of the Terms of Use on failure to pay apply.

5. Employee, Vehicle and Base-Location Capacity

The number of employees, vehicles and base locations the Customer can hold in AmbuNet is limited to its allowance for each.

When the allowance for employees, vehicles or base locations has been reached, the platform may require an agreed upgrade before further records of that kind are added. Existing records, and all other use of the platform, are not affected.

Employees: Applicants, leavers and archived employees do not count towards the employee allowance. Additional employee seats remain available to purchase within the platform, at the price shown at the time of purchase, and are added to the Customer's recurring subscription charges. Additional employee seats are billed monthly, including where the Customer's plan is billed annually.
Vehicles: Archived vehicles do not count towards the vehicle allowance.
Base locations: Archived base locations do not count towards the base-location allowance.

Further capacity for vehicles or base locations can be arranged by moving to a larger package or by agreeing additional capacity with AmbuNet in writing.

6. PTS Journey and Control-Room Thresholds

PTS journey and control-room allowances are commercial review thresholds and not operational limits. AmbuNet will not automatically restrict operational access or charge usage overages when an allowance is exceeded.

Usage is measured for each calendar month. It is assessed for each full calendar month beginning on or after the effective date of the Customer's acceptance. Months before that date are never counted.

Where the Customer later accepts a new version of this Agreement for the same package, assessment continues without interruption. Where the Customer changes package and a new Plan Summary is required (see section 13), assessment against the new package begins with the first full calendar month beginning on or after the effective date of its acceptance of that Plan Summary.

Usage for a calendar month is assessed after the month has ended. AmbuNet allows a short period after the end of the month for records to be corrected before the figures for that month are treated as final.

6.1 PTS Journeys

Each PTS journey is counted once, in the calendar month of its planned journey date. If a journey has no planned date, the date it was completed is used, and failing that the date it was created.
An outbound journey and its return journey are separate journeys, and each is counted.
Journeys that are cancelled (including duplicate entries that have been cancelled), aborted or recorded as a no-show are not counted.
Risk assessment visits recorded as journeys are counted.

6.2 Control-Room Hours

Control-room time is measured from the time a control room is started or reopened until it is closed, to the nearest minute. Each period for which a control room is open is counted.
Where more than one control room is active at the same time, the time for each room is counted separately. Two rooms active for five hours each count as ten control-room hours.
Time that spans the end of a calendar month is divided between the two months.
A control room that is still open is counted up to the time the calculation is made.
A control room that appears to have been left open for an implausibly long time is flagged for review. AmbuNet does not close control rooms automatically, and does not rely on questionable time without reviewing it.

6.3 Concurrent Control Rooms

The highest number of control rooms active at the same time in each calendar month is recorded for review only. Operating more control rooms at once than the agreed number is never counted as an exceeded month and never prevents a control room from being started.

6.4 Queries About Usage Figures

If the Customer believes a usage figure is wrong, it should tell AmbuNet. A month that AmbuNet confirms was recorded as exceeded because of a data error is not counted as an exceeded month.

7. Exceedance Process

An exceeded month is a calendar month in which the Customer's PTS journeys, control-room hours or both are above the Customer's allowance. If both are exceeded in the same calendar month, it counts as one exceeded month.

7.1 First Exceeded Month

Following the first exceeded calendar month, AmbuNet will provide an advisory notice. No immediate action or additional payment will be required.

7.2 Second Exceeded Month

If an allowance is exceeded for a second calendar month within 12 months of the previous exceeded month, AmbuNet may provide an Enterprise+ quotation based on the Customer's recent and expected usage. The quotation will explain that a further exceeded month within the review sequence will require migration to an appropriate Enterprise+ package.

7.3 Third Exceeded Month

If an allowance is exceeded for a third calendar month within the active 12-month review sequence, the Customer's current package will no longer be considered suitable. AmbuNet and the Customer will arrange migration to an appropriate Enterprise+ package, normally from the next applicable billing or renewal date (see section 10). The same applies to any further exceeded month in the same review sequence.

7.4 The 12-Month Review Sequence

A review sequence begins with a first exceeded month and continues for as long as each further exceeded month falls within 12 months of the one before it. Where more than 12 months have elapsed since the most recent exceeded month, the next exceeded month will be treated as a first occurrence.

For this purpose, months are counted as whole calendar months. For example, January in one year and January in the following year are 12 months apart.

7.5 Seasonal Patterns

AmbuNet recognises that demand can be seasonal. Before providing a quotation or proposing a change of package, AmbuNet may take seasonal patterns in the Customer's usage into account, and may decide that no change is needed. The month is still recorded as an exceeded month within the review sequence, and AmbuNet will still tell the Customer what its usage was.

7.6 During a Review

Any revised fee or allowance will be communicated before it takes effect. AmbuNet will not apply retrospective charges. Operational access will continue while the commercial review is being completed, subject to the ordinary payment, security and acceptable-use provisions of this Agreement and the Terms of Use.

Notices and quotations under this section are sent by email to the contact details AmbuNet holds for the Customer's account owner and administrators.

8. No Automatic Usage Charges

AmbuNet does not bill by usage.

AmbuNet does not charge per PTS journey or per control-room hour
AmbuNet does not apply overage charges when an allowance is exceeded
AmbuNet does not change the Customer's package, fees or Stripe subscription automatically because of usage
AmbuNet does not apply charges retrospectively

9. No Operational Blocking

Exceeding a PTS journey allowance, a control-room allowance or the agreed number of concurrent control rooms never interrupts operational use of AmbuNet. In particular, AmbuNet will not, because an allowance has been exceeded:

Prevent a booking or journey from being created, changed or completed
Close, disable or interrupt an active control room
Prevent a control room from being started or reopened
Restrict access to patient care records or to any other clinical or operational feature

This section does not limit section 5, which applies only when further employee, vehicle or base-location records are added. It also does not limit the rights AmbuNet has under the Terms of Use to suspend or restrict access for non-payment, breach, or security or legal risk.

10. Enterprise+ Quotations and Variations

Enterprise+ packages are for organisations whose scale goes beyond standard Enterprise. They are quoted individually, based on the Customer's recent and expected usage. The Customer may ask for a quotation at any time, and AmbuNet may provide one under section 7.

A quotation states the proposed package, its allowances, the fee and the date until which the quotation is valid.

Any change to the Customer's package, fees or allowances under this section:

Must be agreed in writing by the Customer and AmbuNet before it takes effect
Is never applied retrospectively
For a monthly plan, takes effect from a future billing date notified to the Customer in advance
For an annual plan, takes effect at the next renewal, unless the Customer accepts a variation during the current term

The variation agreed in writing records the Customer's new package, fee and allowances, and those terms then apply in place of the corresponding terms of the Plan Summary.

Once a variation has been agreed, AmbuNet may apply the new allowances straight away, ahead of the date on which the change takes effect, so that the Customer is not treated as exceeding its previous allowance while waiting for that date. The revised fee applies only from that date. A new review sequence then applies to the new allowances.

The agreed change to the Customer's Stripe subscription is made by AmbuNet staff. It is never made automatically.

11. Data Protection

This Agreement does not change how personal data is handled. The following documents are incorporated into this Agreement by reference, each in its current version, and apply to personal data processed through AmbuNet:

The AmbuNet Privacy Policy
The data protection provisions of the AmbuNet Terms of Use
Any Data Processing Agreement in place between the Customer and AmbuNet

The Customer acts as the Data Controller and Care Nav Ltd acts as a Data Processor, as set out in those documents. If there is a conflict between this Agreement and those documents about the processing of personal data, those documents prevail.

12. Cancellation, Termination and Data Export

12.1 Cancellation by the Customer

The Customer may cancel its subscription at any time. Cancellation takes effect at the end of the current billing period, and the subscription does not renew.

No refunds are provided for partial billing periods unless required by law

12.2 Suspension or Termination by AmbuNet

AmbuNet may suspend or terminate access in the circumstances set out in the Terms of Use: breach of those Terms, non-payment, or where continued use poses a security or legal risk.

12.3 Data Export

On cancellation or termination of the subscription:

The Customer may request a copy of its data within a reasonable period
The data will be provided in a commonly used electronic format where reasonably practicable

After that period, AmbuNet may delete or anonymise the Customer's data in accordance with its data retention policies, as set out in the Terms of Use.

13. Agreement Versions and Reacceptance

Each version of this Agreement has a version number and an effective date, shown at the top of the document.

A published version is never altered. Any change is published as a new version.
When a new version is published, it is presented to the Customer's account owner or an authorised administrator for acceptance, together with a Plan Summary.
Until a new version is accepted, the version the Customer last accepted continues to apply.
A change of package requires acceptance of a new Plan Summary or, for an Enterprise+ package, a variation agreed in writing under section 10. Until then, PTS journey and control-room usage is not assessed against the thresholds of the new package.
From the date a change of package takes effect, the Customer's employee, vehicle and base-location capacity follows the package it is then subscribed to (together with any additional, temporary or complimentary capacity under section 3), even if the Plan Summary it last accepted records the capacity of its previous package.
Where the Customer held a subscription before it first accepted this Agreement, its previously agreed or historic allowances continue to apply until a Plan Summary is accepted on its behalf.
A request to accept a new version or a new Plan Summary never interrupts access to the platform.

The current version and earlier published versions of this Agreement are available on the AmbuNet website at ambunet.co.uk/subscription-agreement. The version the Customer has accepted is shown on the billing page in the platform.

14. Other Terms

The AmbuNet Terms of Use continue to apply to the Customer's use of the platform, including their provisions on acceptable use, clinical responsibility, availability, liability and indemnity. The limitations and exclusions of liability in the Terms of Use apply to this Agreement.

If there is a conflict:

About the Customer's package, fees, allowances or the commercial review process, this Agreement and the accepted Plan Summary prevail over the Terms of Use
Between the accepted Plan Summary and the standard allowances in section 3, the Plan Summary prevails
About the processing of personal data, the documents listed in section 11 prevail

15. Governing Law

This Agreement is governed by the laws of England and Wales.

Any disputes shall be subject to the exclusive jurisdiction of the English courts.

16. Questions and Contact

Questions about this Agreement, the Customer's Plan Summary, billing or usage should be sent to billing@ambunet.co.uk.

Care Nav Ltd (AmbuNet)

Email: billing@ambunet.co.uk
Address: Beacon Innovation Centre, Beacon Park, Gorleston-on-Sea, Norfolk, NR31 6LF