Terms of Service

1. About these Terms

These Terms are an agreement between [LEGAL ENTITY NAME] (ABN [ABN]), trading as IntelliDent (“IntelliDent”, “we”, “us”), and the business that signs up for or uses the Service (the “Customer”, “you”). The person accepting these Terms confirms they are authorised to bind the Customer.

If we have signed a separate order form or agreement with you, it applies together with these Terms and prevails if they conflict. Our Privacy Policy and Subprocessors page also form part of these Terms.

2. Definitions

• Service: the IntelliDent platform, including AI voice and chat agents, scheduling, reminders, dashboards, integrations, and APIs.
• Customer Data: information you or your Authorised Users put into the Service, or that the Service collects for you, including Patient Data, call recordings, and transcripts.
• Patient Data: personal information about your patients and other people who contact your practice.
• Authorised Users: your staff and contractors you allow to use the Service.
• Plan: the subscription plan and limits that apply to your account.

3. The Service and its limits

The Service helps dental practices with administrative work: answering calls and messages, answering administrative questions from information you provide, booking, rescheduling and cancelling appointments, sending reminders, collecting administrative details, and routing calls to your staff.

The Service is not a clinical tool. It does not and must not be used to:

• diagnose any medical or dental condition;
• give clinical advice, triage clinical urgency, or decide or recommend treatment;
• prescribe or advise on medication; or
• replace the judgement of a dentist or other registered health practitioner.

The Service is not an emergency service. AI agents are instructed to tell callers describing a life-threatening emergency to call 000, but you must not rely on the Service to identify or respond to emergencies.

4. Accounts and users

• The Service is for businesses. It is not offered to consumers for personal use.
• You must give accurate account information and keep it up to date.
• You control who your Authorised Users are and the roles and permissions they have across your organisation and locations. You are responsible for what they do in the Service.
• Keep login details confidential, and tell us promptly about any unauthorised access.

5. Trials, fees, and payment

• We may offer a free trial with limits we tell you about, such as a cap on voice minutes. We can end or change a trial at any time. Features not included in a trial remain unavailable until you are on a paid Plan.
• Fees are set out in your order, invoice, or on our pricing page. They are in Australian dollars and exclude GST, which we add where applicable.
• Plans include usage allowances, such as voice minutes. Usage above an allowance is charged at the published rate for your Plan.
• Payment is due by the date on the invoice or payment link. Payments are processed by Stripe.
• If fees are overdue, we may suspend the Service after giving you notice.
• We will give you at least 30 days’ notice of a fee increase, which applies from your next billing period.

6. Your responsibilities

You are responsible for:

• complying with the laws that apply to your practice, including privacy, health records, surveillance and listening devices, telecommunications, spam, and consumer laws;
• having the rights, notices, and consents needed to collect and use Customer Data in the Service, including telling patients that you use an AI receptionist, that calls are recorded and transcribed, and that information may be processed overseas;
• making sure your use of call recording is lawful in each state or territory where you operate;
• the accuracy of information you give your agents, such as hours, prices, services, and practice policies;
• reviewing your agents’ configuration and instructions before go-live, and monitoring how they perform;
• checking bookings the Service makes, and keeping your own appointment and patient records accurate;
• setting up call forwarding, failover numbers, and escalation paths so that callers can reach your staff; and
• making sure reminders and other messages you send through the Service comply with the law.

7. Acceptable use

You must not:

• use the Service unlawfully, or to harass, deceive, or harm anyone;
• use the Service for clinical diagnosis or treatment decisions;
• send unsolicited commercial messages or make calls in breach of the Spam Act 2003 (Cth), the Do Not Call Register Act 2006 (Cth), or related rules;
• configure an agent to hide that it is an AI, or to tell callers a call is not recorded;
• upload malware, or try to gain unauthorised access to the Service or other customers’ data;
• interfere with the Service’s security, performance, or rate limits;
• reverse engineer the Service, except where the law allows; or
• resell the Service without our written agreement.

8. AI features

• AI agents generate responses automatically. Responses can be inaccurate, incomplete, or inappropriate, even with the safeguards we build in.
• Agents act only within the tools and appointment permissions you configure.
• You may use the outputs the Service generates for you in your practice.
• AI processing uses the providers listed on our Subprocessors page. If you supply your own AI API key, your use of that provider is also governed by your agreement with it.

9. Voice and telephone features

• Phone numbers and calls are provided through Twilio. Call quality and availability depend on telecommunications networks we do not control.
• Calls handled or made by AI voice agents are recorded and transcribed. The Service plays a notice at the start of each call; you may reword it within the limits the Service enforces.
• Phone numbers we provide remain subject to the provider’s rules and may need to be released if your account ends.

10. Customer Data

Ownership

As between us, you own Customer Data. You give us a non-exclusive licence to host, copy, process, transmit, and display Customer Data only as needed to:

• provide and operate the Service for you;
• secure the Service and prevent misuse;
• troubleshoot and provide support;
• bill for the Service and measure usage; and
• comply with the law.

What we will not do

• We will not sell Customer Data.
• We will not use Customer Data for our own marketing, or to contact your patients other than on your behalf through the Service.
• We will not use Customer Data to train or fine-tune AI models, except a custom model you ask us to create from a training file you upload, for your own use.

Privacy

Each party will comply with the Privacy Act 1988 (Cth) to the extent it applies to that party. We handle Patient Data on your behalf and under your instructions as set out in these Terms and our Privacy Policy. If we become aware of unauthorised access to, or loss of, Customer Data that we hold, we will tell you without undue delay and work with you on any assessment and notification under the Notifiable Data Breaches scheme.

Subprocessors

We use the service providers listed on our Subprocessors page to provide the Service, some of which process data outside Australia. We are responsible for their performance of our obligations under these Terms. We will update that page when we add a provider.

11. Third-party services

The Service works with services you choose to connect, such as calendars and CRMs. Your use of them is governed by your agreements with those providers. We are not responsible for them, or for data once it has been sent to them at your direction.

12. Security

We take reasonable technical and organisational measures to protect the Service and Customer Data, as described in our Privacy Policy. No service is completely secure, and we do not guarantee that the Service will be free of security incidents.

13. Availability, support, and changes

• We will use reasonable efforts to keep the Service available and to fix faults, but we do not guarantee uninterrupted or error-free operation. No uptime commitment applies unless one is agreed in writing.
• The Service may be unavailable during maintenance, or because of failures at providers such as hosting, telephony, or AI providers.
• We may change the Service. If a change materially reduces core functionality you pay for, we will give you reasonable notice, and you may end your subscription before the change takes effect.

14. Suspension and termination

• You may cancel your subscription at any time, effective at the end of the current billing period.
• Either party may terminate these Terms by notice if the other materially breaches them and does not remedy the breach within 14 days of notice, or becomes insolvent.
• We may suspend access immediately, without first giving notice where that is reasonable, if needed to prevent a security risk, serious harm, or unlawful use, or if you breach section 7. We will restore access once the issue is resolved.

15. Your data when the agreement ends

• For 30 days after termination, you may ask us for a copy of your Customer Data. We will provide it in a commonly used electronic format where reasonably practicable.
• After that period we will delete or de-identify Customer Data within a reasonable time, except where we must keep it by law, or where it remains in backups until they are overwritten in the ordinary course.
• You are responsible for keeping copies of any records you are required to retain.

16. Intellectual property

We and our licensors own the Service, including its software, designs, and documentation. These Terms give you a non-exclusive, non-transferable right to use the Service for your business during your subscription. If you give us feedback, we may use it without obligation to you.

17. Confidentiality

Each party will keep the other’s confidential information confidential and use it only for the purposes of these Terms, except where it is already public, independently developed, or required to be disclosed by law. Customer Data is your confidential information.

18. Australian Consumer Law and disclaimers

Nothing in these Terms excludes, restricts, or modifies any guarantee, right, or remedy under the Australian Consumer Law that cannot lawfully be excluded. Where the law allows our liability for a failure to comply with such a guarantee to be limited, it is limited to supplying the services again or paying the cost of having them supplied again.

Otherwise, and to the extent permitted by law, the Service is provided as described in these Terms, and we do not promise that it will meet every requirement you have, that AI output will be accurate, or that it will produce any particular number of bookings or savings. You remain responsible for all clinical decisions and patient care.

19. Limitation of liability

To the extent permitted by law:

• neither party is liable for indirect or consequential loss, or for loss of profits, revenue, or goodwill;
• each party’s total liability under or in connection with these Terms is limited to the fees paid or payable by you in the 12 months before the event giving rise to the claim; and
• a party’s liability is reduced to the extent the other party caused or contributed to the loss.

These limits do not apply to your obligation to pay fees, to liability under the indemnities in section 20, to a breach of section 17, or to liability for fraud, wilful misconduct, personal injury, or death.

20. Indemnities

• You indemnify us against third-party claims arising from Customer Data being collected or used in the Service without the notices, consents, or rights required by law, or from your breach of section 7.
• We indemnify you against third-party claims that your use of the Service in line with these Terms infringes their intellectual property rights.
• The party seeking indemnity must notify the other promptly, allow it to control the defence, and give reasonable help. The indemnity is reduced to the extent the indemnified party contributed to the loss.

21. Changes to these Terms

We may update these Terms. We will give customers at least 30 days’ notice by email or in the Service before a material change takes effect. If you do not agree, you may cancel before the change applies.

22. Governing law and disputes

These Terms are governed by the laws of [STATE OR TERRITORY], Australia. Each party submits to the non-exclusive jurisdiction of its courts and the courts of the Commonwealth of Australia. Before starting court proceedings (except for urgent relief), the parties will try to resolve a dispute by good-faith discussion for at least 30 days.

23. General

• Assignment: neither party may assign these Terms without the other’s consent, which will not be unreasonably withheld, except to a successor of its business.
• Force majeure: neither party is liable for delay or failure caused by events beyond its reasonable control, other than a failure to pay.
• Severability: if a provision is invalid, it is read down or severed, and the rest continues.
• Waiver: not enforcing a right is not a waiver of it.
• Entire agreement: these Terms, any order, and the documents referred to in section 1 are the entire agreement about the Service.

24. Contact

• [LEGAL ENTITY NAME] (ABN [ABN]), trading as IntelliDent
• Address: [REGISTERED ADDRESS]
• Email: [email protected]