HEALTHCO TERMS OF SERVICE
Effective date: [1 Jan 2026] | Last updated: [NA]
Introduction
HealthCo Solutions Inc. ("HealthCo", "we", "us", "our") provides software services that help health‑care clinics automate patient intake, scheduling, referral processing, and patient communications (the "Services"), including our Intelligent Calendar, AI Voice Agent, Document/Referral AI, and patient‑communication tools (together, the "Platform").
These Terms of Service ("Terms") govern all access to and use of the Services. They apply to two kinds of users:
Clinic Clients — the clinics, imaging centres, physicians, and other health‑care organizations that engage HealthCo (Part B applies to you, in addition to Part A); and
Patients — individuals (and their authorized representatives) who interact with the Services because their clinic uses HealthCo, for example by booking online, speaking with our automated assistant, or receiving appointment messages (Part C applies to you, in addition to the general provisions that concern you).
In these Terms, "you," "your," and "User" mean the person accessing or using the Services, whether a Clinic Client or a Patient, as the context requires. Where a provision is expressly limited to Clinic Clients or to Patients, it applies only to them.
By accepting these Terms — a Clinic Client by paying an invoice for a paid plan, onboarding its staff or technicians, or actively accepting appointments through the platform, and a Patient by using the booking or communication tools or continuing to receive messages after the notices below — you agree to these Terms. If you are accepting on behalf of an organization, you confirm you are authorized to bind it. If you do not agree, do not use the Services.
We may update these Terms from time to time and will post the updated version here with a new "last updated" date; where required by law we will give notice (and, for Québec residents with an account, at least 30 days' advance notice of an amendment). Continued use after an update means you accept it.
Two important notices (please read)
We do not practise medicine. HealthCo provides administrative and workflow tools. It does not provide medical advice, diagnosis, or treatment, and is not a substitute for a qualified health professional. If you have a medical emergency, call 911 or go to the nearest emergency department.
AI‑enabled features. Parts of the Services use artificial intelligence, including an automated voice assistant and automated messaging. AI output can be inaccurate or incomplete and requires human oversight; it must not be relied on for clinical decisions.
PART A — GENERAL TERMS (APPLY TO ALL USERS)
1. Definitions and interpretation
1.1 Capitalized terms are defined where first used. Key terms include:
"Applicable Privacy Laws" — PHIPA (Ontario), PIPEDA, and other applicable federal/provincial privacy or health‑information laws (e.g., Alberta HIA, B.C. PIPA, Québec Law 25).
"Client Data" — all data and content a Clinic Client (or a person acting for it, or a Patient) inputs into or makes available to the Services, and data HealthCo accesses, receives, or generates on the Clinic Client's behalf in providing the Services, including Patient Personal Health Information.
"Connected Services" — third‑party services, systems, accounts, applications, interfaces, or data feeds that a User uses and configures to work with, or through which information is provided to or from, the Services.
"Order Form" — an ordering document (electronic or written) between HealthCo and a Clinic Client that selects the Modules, plan, Fees, term, and Sites, and incorporates these Terms.
"Personal Health Information" / "PHI" — as defined in the Applicable Privacy Laws.
1.2 "Including" is non‑limiting. Statutes include their regulations and successors. Headings are for convenience only. For Clinic Clients, the order of precedence is: (a) Schedule C for privacy matters; (b) the Order Form for commercial terms; (c) these Terms; (d) other Schedules.
2. The Services
2.1 Provision. Subject to your compliance with these Terms (and, for Clinic Clients, payment of Fees), HealthCo will provide the Services using commercially reasonable efforts and qualified personnel.
2.2 Changes and availability. HealthCo may improve, modify, or discontinue features and deploy updates, and will not materially degrade a Clinic Client's core paid functionality during a paid term without notice. Absent an express service‑level commitment in an Order Form, the Services are provided on a commercially reasonable‑efforts basis and may be subject to maintenance, downtime, and interruptions, including those originating with Connected Services and telecommunications providers.
2.3 Subprocessors. HealthCo may use affiliates and subprocessors under confidentiality and data‑protection obligations at least as protective as these Terms, and remains responsible for them (Section 7 and Schedule C).
3. Acceptable use
3.1 You will use the Services only for lawful purposes and in accordance with these Terms and the Acceptable Use Policy (Schedule D). You will not, and will not permit anyone to: (a) resell or make the Services available to unauthorized third parties; (b) send unlawful, deceptive, harassing, or non‑consented communications, or breach anti‑spam or telecommunications rules; (c) input data you are not authorized to input; (d) reverse engineer, decompile, or copy the Platform, except as law permits notwithstanding this restriction; (e) circumvent security or usage limits, or attempt to gain unauthorized access to the Services or related systems; (f) introduce malware or impair the Platform; (g) use robots, scrapers, or similar mechanisms except through interfaces we authorize; (h) use the AI features to provide clinical, diagnostic, or emergency advice; or (i) use the Services in a way that would cause HealthCo to breach Applicable Law or a third party's rights.
3.2 Account Security. Clinics are solely responsible for maintaining the confidentiality of their login credentials and for all activities that occur under their account. HealthCo is not liable for any loss, breach, or damage arising from a Clinic's failure to adequately secure its credentials. The Clinic must notify HealthCo immediately of any suspected compromised credentials or unauthorized access.
3.3 HealthCo may investigate suspected misuse, may suspend under Section 10, and may use technical controls to detect and prevent misuse. You will cooperate reasonably.
4. Connected Services and third‑party tools
4.1 Connections you configure. The Services may connect to, or exchange information with, Connected Services that you use. You choose which Connected Services to enable and you provide the access (such as an account or credentials) for them. Where a Clinic Client enables a connection, it authorizes and directs HealthCo, acting as its agent, to access its own Connected Services accounts on its behalf and at its direction, solely to provide the Services.
4.2 Third‑party terms are your responsibility. Each Connected Service is provided by a third party and is subject to its own agreement, terms, and privacy policy between you and that provider. Those terms — not these Terms — govern your access to and use of the Connected Service. You are solely responsible for reviewing and complying with the applicable third‑party terms before enabling a connection or providing any information to, or through, a Connected Service, and for ensuring you are entitled to enable the connection and to authorize any access on your behalf.
4.3 No endorsement; third‑party control. Connected Services are operated by third parties and are outside HealthCo's control. Their availability, features, interfaces, and terms may change or be withdrawn, and a provider may limit, suspend, or end access at any time. HealthCo does not control, endorse, or assume responsibility for any Connected Service, does not represent that any connection is supported, endorsed, or authorized by the provider, and is not liable for any Connected Service or for any loss arising from your access to or use of one. HealthCo may add, modify, suspend, or discontinue a connection at any time, including where it reasonably considers it prudent to do so.
4.4 Your data and your access decisions. As between HealthCo and a Clinic Client, the Clinic Client owns its Client Data and is entitled to obtain and move it through the lawful means available to it (including export, authorized interfaces, or on termination). Enabling a connection is the User's decision and its exercise of control over its own data and accounts; HealthCo acts only as agent in giving effect to that decision, on the User's direction, and does not independently determine any User's rights of access to any Connected Service.
5. Intellectual property; data rights; feedback
5.1 HealthCo IP. HealthCo owns the Platform, the Services, and all software, models, methodologies, documentation, and improvements, and all intellectual‑property rights in them. No rights are granted except the limited rights expressly stated.
5.2 Client Data. As between HealthCo and a Clinic Client, the Clinic Client owns its Client Data. HealthCo claims no ownership of it and uses it only as permitted by these Terms and Schedule C. Medical records and Patient PHI are not HealthCo's property.
5.3 De‑identified data. HealthCo may create and use de‑identified and aggregated data (which does not identify any User or individual and cannot reasonably be re‑identified) to operate and improve its products, de‑identifying PHI in accordance with Applicable Privacy Laws. This survives termination.
5.4 Feedback. HealthCo may use, without restriction or obligation, any feedback or suggestions you provide.
6. Privacy and security (overview)
6.1 Roles. For PHI, the Clinic Client is the health‑information custodian/controller and HealthCo is its agent and service provider, processing PHI only on the Clinic Client's instructions and as permitted, except where law requires otherwise. Detailed privacy roles, safeguards, cross‑border terms, and a responsibilities matrix are in the Data Processing & Agent Addendum (Schedule C).
6.2 Security. HealthCo maintains commercially reasonable administrative, physical, and technical safeguards designed to protect Client Data, including encryption in transit and at rest, role‑based access, and logging. No system is perfectly secure, and you accept the inherent risks of electronic processing, subject to Sections 9 and 10.
6.3 Data location. Client Data is stored in Canada. Depending on the configuration selected in the Order Form, certain processing or support functions may be performed from outside Canada (for example, AI voice processing), in each case under contractual safeguards providing a comparable level of protection, with HealthCo remaining accountable. Patient‑facing information about this is in Part C and in the applicable clinic's privacy statement.
6.4 How Patient information is used. HealthCo processes Patient information on behalf of the Clinic Client to book and manage appointments and send appointment communications, and as described in Part C and Schedule C.
7. AI features
7.1 AI outputs (transcriptions, referral extractions, scheduling actions, voice interactions) are probabilistic and may contain errors. Human oversight proportionate to their impact is required.
7.2 The AI features are administrative tools, are not a medical device, and must not be used for clinical, diagnostic, triage, or emergency purposes.
8. Disclaimers
8.1 AS IS. Except as expressly stated in these Terms, and to the maximum extent permitted by law, the Services and all outputs are provided "as is" and "as available," and HealthCo disclaims all other warranties, express, implied, or statutory, including merchantability, fitness for a particular purpose, non‑infringement, accuracy, uninterrupted or error‑free operation, and any warranty that a Connected Service will remain available, supported, or authorized.
8.2 No outcome guarantee. HealthCo does not warrant any appointment volume, revenue, return on investment, no‑show reduction, or cost savings; any such figures are illustrative only.
8.3 Consumer rights preserved. Nothing in these Terms excludes or limits any warranty, right, or remedy that cannot be excluded or limited under Applicable Law, including consumer‑protection and privacy laws.
9. Limitation of liability
9.1 No indirect damages. To the maximum extent permitted by law, neither HealthCo nor any User is liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, revenue, savings, goodwill, or loss or reconstruction of data, however caused.
9.2 Cap (Clinic Clients). For Clinic Clients, each party's aggregate liability arising out of or relating to these Terms will not exceed the Fees paid or payable under the applicable Order Form in the twelve (12) months before the event giving rise to the liability.
9.3 Cap (Patients). For Patients, and to the maximum extent permitted by law, HealthCo's total liability arising from a Patient's use of the Services will not exceed one hundred Canadian dollars (CAD $100). HealthCo provides the Patient‑facing tools with reasonable care and is not responsible for losses arising from matters outside its reasonable control (such as network or Connected Service failures) or from inaccurate contact details provided to a clinic.
9.4 Exceptions. The exclusions and caps do not apply to: a Clinic Client's payment or indemnification obligations; a party's breach of confidentiality; a party's gross negligence, wilful misconduct, or fraud; or any liability that cannot be limited by law. For residents of Québec and jurisdictions that restrict such limitations, the exclusions and limitations apply only to the extent permitted by applicable law.
10. Changes, suspension, and termination
10.1 HealthCo may suspend or restrict the Services (in whole or part) for non‑payment (Clinic Clients), a security or legal risk, suspected misuse, or a Connected Service provider's action, with notice where practicable.
10.2 HealthCo may terminate or suspend affected Services immediately, without liability, if it reasonably determines that continued provision may violate Applicable Law, infringe or breach a third party's rights or terms, or expose HealthCo to material legal or regulatory risk.
10.3 Termination of Clinic Client engagements (term, renewal, for cause, and effect of termination) is governed by Part B. HealthCo may end or suspend a Patient's access to the Patient‑facing tools at any time, with notice where required by law.
11. Governing law and disputes
11.1 These Terms are governed by the laws of the Province of [Ontario] and the federal laws of Canada applicable therein, without regard to conflict‑of‑laws rules.
11.2 For Clinic Clients, disputes will be resolved as set out in Part B (senior‑level resolution, then [arbitration under the ADR Institute of Canada Rules seated in [Toronto] / the exclusive jurisdiction of the courts of [Ontario]]). For Patients, disputes will be brought exclusively in the courts of [Toronto, Ontario], to the extent permitted by the law of your jurisdiction. Either party may seek injunctive relief from a court.
12. General
Independent contractors (except the limited agency in Part B). No assignment without consent, except to an affiliate or on a sale of substantially all assets (HealthCo may assign to an affiliate or successor). Notices to Clinic Clients per the Order Form; notices to Patients by the contact details on file or by posting. These Terms (with the Order Form and Schedules, for Clinic Clients) are the entire agreement on their subject matter. If a provision is unenforceable, it is modified to the minimum extent necessary or severed, and the rest remains in effect. No waiver is implied by conduct. Electronic acceptance and counterparts are permitted.
PART B — ADDITIONAL TERMS FOR CLINIC CLIENTS
B1. SaaS Model
B1.1 Modular services. A Clinic Client may subscribe to one or more Modules as set out in the Order Form. Model‑specific terms are in Schedule A (SaaS).
B1.2 SaaS. HealthCo grants the Clinic Client a non‑exclusive, non‑transferable, non‑sublicensable, revocable right during the term to access the subscribed Modules for its internal operations at the Sites in the Order Form. The Clinic Client configures and operates the Platform and reviews/approves automated outputs where the workflow provides for review.
B2. Appointment of HealthCo as authorized agent
B2.1 The Clinic Client appoints HealthCo as its authorized agent, for the limited purpose of providing the Services, to: (a) collect, use, receive, hold, and disclose Client Data and PHI on its behalf as needed to provide the Services; (b) access its own Connected Services accounts at its direction (Section 4); (c) communicate with Patients on its behalf (Part C and Section 6.4); and (d) create, modify, confirm, cancel, and reschedule appointments as configured or instructed.
B2.2 HealthCo acts only within the scope the Clinic Client authorizes and on its behalf. HealthCo does not act as agent of any Patient. The Clinic Client remains the custodian and retains responsibility for the functions performed and for PHI handled by HealthCo as its agent.
B2.3 Authority. The Clinic Client represents, on a continuing basis, that it has full right and authority to appoint HealthCo for each activity above and to grant the access and authorizations in these Terms, and that doing so is consistent with Applicable Law, its professional‑college obligations, and its agreements with third parties (including Connected Services providers).
B3. Connected Services — Clinic Client authorization and warranties
B3.1 In addition to Section 4, the Clinic Client authorizes and directs HealthCo, as its agent, to access its own Connected Services accounts using the access it provides, on its behalf and at its direction, solely to provide the Services.
B3.2 The Clinic Client represents, warrants, and covenants, on a continuing basis, that it is entitled to enable each Connected Service and to authorize HealthCo's access on its behalf; that it has obtained any consents or authorizations required for that access; and that enabling the connection and the directed access is consistent with its agreements with the Connected Services provider and with Applicable Law. The Clinic Client will promptly notify HealthCo if that ceases to be true or if a provider objects to or restricts the access, and the parties will cooperate to cease, modify, or seek authorization for the connection, which HealthCo may suspend in the interim without liability.
B4. Fees, billing, and taxes
B4.1 The Clinic Client will pay the Fees in the Order Form: recurring subscription (SaaS), setup/onboarding, usage/overage (e.g., voice minutes, messages), and professional services.
B4.2 Subscription Fees are invoiced in advance and per‑appointment Fees in arrears; invoices are due within [15/30] days. The Clinic Client authorizes HealthCo to charge its payment method on file. Fees are exclusive of applicable taxes (HST/GST). Overdue amounts accrue interest at [1.5]% per month (or the maximum permitted, if lower), and HealthCo may suspend for non‑payment. HealthCo may change Fees effective at renewal, and usage rates, on [30] days' notice.
B5. Clinic Client obligations and warranties
B5.1 The Clinic Client will: ensure the accuracy and legality of Client Data it provides; secure its own credentials and systems; maintain its privacy notices and any consents its practices require (Section 6 and Part C); let only authorized, trained personnel use the Services; provide appropriate human oversight of automated outputs; and comply with Applicable Law and its professional‑college obligations.
B5.2 The Clinic Client represents that it has the rights, authority, and lawful basis for the Client Data, PHI, communications, and Connected Services access contemplated, and that its use of the Services complies with these Terms and Applicable Law.
B5.3 Patient communications. Appointment reminders, confirmations, reschedules, and cancellations are transactional messages sent on the Clinic Client's behalf. Recall, follow‑up, and marketing messages are commercial electronic messages requiring consent; the Clinic Client represents it holds the required consent for any promotional messaging it configures, and HealthCo may gate such sends behind the Clinic Client's attestation.
B6. Indemnification (Clinic Clients)
B6.1 The Clinic Client will defend, indemnify, and hold harmless HealthCo, its affiliates, and personnel (the "HealthCo Indemnified Parties") from and against any Claim arising out of or relating to: (a) Client Data and the Clinic Client's collection, use, or disclosure of PHI; (b) the Clinic Client's Connected Services and its authorization or direction of access to them, including any claim by a Connected Services provider; (c) communications sent at the Clinic Client's direction, including any lack of required consent; (d) the Clinic Client's breach of these Terms or of Applicable Law or professional‑college obligations; (e) clinical decisions, standard of care, or personal injury or death arising from the Clinic Client's provision of health services; and (f) manipulation of appointment or usage data by or for the Clinic Client.
B6.2 HealthCo indemnity (limited). HealthCo will defend the Clinic Client against third‑party Claims alleging that the Platform, as provided by HealthCo and used in accordance with these Terms, infringes a Canadian intellectual‑property right, excluding Claims arising from Client Data, Connected Services, the Clinic Client's authorizations or directions, combinations with non‑HealthCo products, or use in breach of these Terms. This is HealthCo's sole liability for infringement.
B6.3 The indemnified party will give prompt notice; the indemnifying party controls the defence (no liability‑admitting settlement without consent, not unreasonably withheld); and the parties will cooperate at the indemnifying party's expense.
B7. Term, termination, and effect
B7.1 Term. An engagement begins on the Effective Date, runs for the Order Form term, and renews for successive terms unless either party gives [30] days' notice of non‑renewal.
B7.2 For cause. Either party may terminate for the other's uncured material breach ([30] days' notice/cure), or immediately for an incurable material breach or insolvency.
B7.3 Effect. On termination: licences end; the Clinic Client pays accrued amounts; and on request within [30] days HealthCo will make Client Data available for export in a commercially reasonable format, after which HealthCo may delete it subject to legal retention and Schedule C. The Clinic Client remains responsible for records it must retain under its professional‑college and Applicable Law.
B7.4 Disputes (Clinic Clients). The parties will first attempt good‑faith senior‑level resolution; failing resolution within [30] days, disputes will be [arbitrated under the ADR Institute of Canada Rules seated in [Toronto], in English / subject to the exclusive jurisdiction of the courts of [Ontario]].
PART C — ADDITIONAL TERMS AND NOTICES FOR PATIENTS
When you book online, speak with our automated assistant, or receive messages because your clinic uses HealthCo, the following applies. HealthCo acts on behalf of your clinic; your clinic remains responsible for your care and is the custodian of your health records.
C1. You may be interacting with an automated (AI) assistant
Some interactions — including calls answered by our voice assistant and parts of online booking — are handled by an automated, AI‑powered assistant, not a person. It can book, confirm, reschedule, and cancel appointments and answer common questions. You can ask to speak with clinic staff at any time. AI responses can occasionally be inaccurate; confirm anything important with your clinic.
C2. Appointment reminders and updates
So your clinic can serve you, we may contact you about your appointments — reminders, confirmations, changes, and follow‑ups — by SMS, phone call, and email, using the contact details your clinic has for you. These are service messages about your care, not marketing. You can opt out at any time: reply STOP to any text, tell the assistant or clinic staff to stop calls, or use the unsubscribe link in emails; reply HELP for help. Message and data rates may apply; frequency varies. You will receive promotional or recall‑marketing messages only if you have given the consent your clinic's practices require, which you may withdraw at any time.
C3. Calls may be recorded
Calls with the assistant may be recorded and transcribed to book your appointment, keep an accurate record for your clinic, and improve service quality. You will be told at the start of a call. If you prefer not to be recorded, ask to be transferred to clinic staff.
C4. Not medical advice
The booking tools and assistant help with scheduling and administration only. They do not provide medical advice, diagnosis, or treatment and are not a substitute for a qualified health professional. If you have a medical emergency, call 911 or go to the nearest emergency department. Do not use these tools to report urgent symptoms.
C5. How your information is handled
Your information is handled on behalf of your clinic to book and manage your appointments and send the messages above. Your clinic is the custodian of your health information; HealthCo processes it only as your clinic's service provider, under safeguards including encryption and access controls, and stores it in Canada. Certain support and voice‑processing functions may be performed from outside Canada under contractual safeguards that provide a comparable level of protection. For details about how your health information is handled, and to make an access or correction request or a complaint, please see your clinic's privacy information or contact your clinic; you may also contact HealthCo at [[email protected]].
C6. Please use the tools responsibly
Please provide accurate information, use the tools only to manage your own (or your dependant's or represented person's) appointments, and do not misuse the tools or attempt to gain unauthorized access to them.
SCHEDULE A — SaaS MODEL TERMS
A1. Access to subscribed Modules for internal operations at the Sites for the users/locations in the Order Form. A2. The Clinic Client configures automation (online booking, calendar logic, voice scripts, referral‑review steps) and is responsible for its configurations and for review where the workflow provides for it. A3. Usage limits (voice minutes, concurrent calls, messages, languages, overage rates) per the Order Form; HealthCo may meter and enforce them. A4. Support per the plan tier. HealthCo does not support Connected Services or Clinic Client equipment. A5. Fees: recurring subscription per Module/tier, plus setup and usage/overage. A6. Where the Clinic Client configures a connection to a Connected Service, Sections 4 and B3 apply and the access is performed at its direction.
SCHEDULE C — DATA PROCESSING & AGENT ADDENDUM (PHIPA/PIPEDA)
C‑1. Roles. The Clinic Client is the custodian/controller; HealthCo is its agent (PHIPA) and service provider/processor (PIPEDA and analogous laws), processing PHI only on the Clinic Client's documented instructions and as permitted, except where law requires otherwise (with notice to the Clinic Client unless prohibited). C‑2. Purpose limitation. HealthCo uses PHI only to provide, secure, and support the Services, to create de‑identified/aggregated data as permitted by Section 5.3, and to comply with law. C‑3. Safeguards. Encryption in transit and at rest; role‑based access and least privilege; access logging; personnel confidentiality and training; secure development and vulnerability management. C‑4. Subprocessors and cross‑border. HealthCo may engage subprocessors (Section 2.3). Where PHI is accessed or processed outside Canada (e.g., AI voice processing), HealthCo will (a) impose contractual protections providing a comparable level of protection, (b) remain accountable, and (c) give the Clinic Client information reasonably needed for Patient‑facing transparency. The Clinic Client is responsible for its own notices and for the accuracy of any residency statements it makes. C‑5. Assistance. HealthCo will reasonably assist with Patient access/correction requests, complaints, and privacy‑impact/threat‑risk assessments relating to the Services. C‑6. Breach notification. HealthCo will notify the Clinic Client without undue delay after becoming aware of a security breach involving Client Data at HealthCo, provide information the Clinic Client reasonably needs to meet its obligations, and assist with remediation. As custodian, the Clinic Client determines and makes any required notifications to individuals and regulators unless the parties agree otherwise. C‑7. Health information network provider. To the extent HealthCo enables two or more custodians to disclose PHI to one another electronically and thereby acts as a health‑information network provider (PHIPA O. Reg. 329/04 s. 6), it will comply with the applicable obligations (plain‑language service description, safeguards, threat‑risk assessment on request, notice of unauthorized access, and records of accesses/transfers). C‑8. Return/deletion. On termination, HealthCo returns or deletes Client Data per Section B7.3, subject to legal retention and secure backup cycles. C‑9. First Nations data. Where the Services involve First Nations data, the parties act consistently with applicable OCAP® principles as the Clinic Client directs.
SCHEDULE D — ACCEPTABLE USE POLICY
Users will not use the Services to: violate any law, third‑party right, or professional obligation; send communications without required consent or in breach of anti‑spam/telecommunications rules; input data without authority or upload malware; reverse engineer, scrape, or overload the Platform, or attempt unauthorized access to it or related systems; resell or provide the Services to unauthorized third parties; provide clinical/diagnostic/emergency advice via the AI features; manipulate appointment or usage data (including to affect Fees); or use the Services in a way that would cause HealthCo to breach any law or a third party's rights (including by enabling a connection to, or authorizing access to, a Connected Service the User is not entitled to authorize). HealthCo may suspend or terminate for violations (Section 10).