Terms of service

These terms are between healdesk ("we", "us"; the professional services brand described in section 20) and the business that subscribes ("you", the "Practice"). By clicking the button at checkout you accept them on the Practice's behalf and confirm you are authorised to. They are a business contract; the service is not offered to consumers.

Patient information is governed by the separate Business Associate Agreement you sign at checkout. Where the two conflict on anything about patient information, the Business Associate Agreement controls (section 9).

healdesk is an AI front desk. AYA answers your Practice's phone calls, website chat, Instagram, Messenger and WhatsApp, on the channels you buy, from the services, prices, hours and policies you approve; qualifies enquiries; books appointments straight into the Google Calendar you connect, during the conversation, holding the slot before anything is confirmed; sends a hosted deposit link in chat, through your own payment gateway, where you want one; routes anything clinical to your Practice; and reports conversations handled, appointments booked, calls answered that would otherwise have rung out, deposits collected and booked value, meaning the bookings it made multiplied by your own configured prices. It does not report revenue, because it cannot see it. "Auto-confirm bookings" is on by default; you may instead set every booking to be a request your staff approve, and a Practice whose booking system does not read Google Calendar for conflicts runs that way (section 8). By phone it cannot take a payment: it books and flags the deposit for your staff to collect. Card numbers are never taken on any channel.

• It is not a medical device and gives no medical advice. The agent declines clinical questions, gives no diagnosis, treatment plan or promise of an outcome, quotes no price outside your configured list, and routes anything clinical to your staff; a report of a complication or an urgent symptom goes at once to the contact you name. You will not configure it to diagnose, recommend treatment or triage, and you will not rely on it for emergencies. On every channel the assistant's first line says it is an AI assistant; on calls the same line says the call is transcribed, and no call audio is kept. You cannot switch that off or edit it out through the greeting.
• It works on your instructions. The services it offers, the prices it quotes and the hours it keeps are what you approve in onboarding. You are responsible for keeping them accurate.
• It never leaves you without a line. Your number stays yours: you forward it to the agent, in the coverage mode you choose, and you can remove that forwarding at any time without us. Whenever the agent is not answering — because you paused it, because the service is suspended for non-payment, because your monthly allowance has run out and your setting is "Stop and fall back", or because the service has ended or failed — forwarded calls are passed straight through to the direct line you gave us at setup (section 8) rather than answered by the agent, and website chat becomes a contact form. Each time, we also tell you how to remove the forwarding so calls reach your Practice exactly as they did before.

Prices are in US dollars, exclusive of any applicable sales tax, and are those published at /pricing when you subscribe. The packages at the date of these terms:

Usage above the included allowance is billed in arrears on the next invoice, per voice minute and per chat conversation, at the rate published on the pricing page. On a monthly package, usage above the allowance appears on the next invoice at those rates. On an annual package it is invoiced separately, monthly in arrears, at the same rates. Nothing else is charged for usage.

The setup fee is charged once, on your first invoice, and pays for building, configuring and testing your agent. It is not refundable, except in one case. If none of your channels has gone live within 30 days of your payment, and the delay is not caused by something still waiting on you (such as connecting your calendar or a channel, or setting up call forwarding), we refund the setup fee. Moving to a package with a higher setup fee charges only the difference. Where a founding-cohort credit was offered to you by email, it is applied to the setup fee at checkout and to nothing else.

Payments are processed through our Stripe account, which is linked to our operating entity (section 20).

Your subscription renews automatically. A monthly package renews every month and an annual package every year, on the anniversary of your first payment, at the package price in force on that date, and your payment method on file is charged on that date. It continues to renew until you cancel.

To cancel: open the billing portal from the link in any invoice email and choose "cancel at end of period", or email hello@healdesk.io from the address on the account. Cancellation takes effect at the end of the period you have paid for; the agent keeps working until then; nothing further is charged. You can reverse a cancellation any time before that date.

Annual plans. We email you at least 30 days before an annual renewal with the renewal date, the amount and how to cancel. If you cancel an annual plan mid-term the service continues to the end of the term you paid for and no refund is made for the unused part. Under section 5 an annual plan is refunded in one of two amounts: the whole first year's subscription fee if you cancel within 14 days of your first payment, or, under the first-month guarantee, one month at your plan's annual per-month price.

Price changes apply from your next renewal and are announced by email at least 30 days beforehand; you may cancel before they take effect.

If you cancel within 14 days of your first payment we refund the first period's subscription fee in full. The setup fee is not refundable, except as section 3 says. Where a refund other than under the guarantee below is due to a Practice that is staying, it is applied as a credit to the next invoice; where the Practice is leaving, it is returned to the payment method you paid with.

Our first-month guarantee. If, during your first month, the assistant fails to answer a call or message routed to it, we refund your first month's subscription fee. The setup fee is not part of this guarantee.

Your first month is the 30 days that start on the day your first channel goes live, as shown in your portal. A channel that goes live later is covered from the day it goes live until the end of those 30 days. A channel that goes live after your first month ends is not covered.

Routed to it means: a phone call your carrier forwards to the healdesk number assigned to your practice, from the moment your carrier's record or ours shows the forward; a message a visitor sends from the healdesk widget on your website; and an Instagram, Messenger or WhatsApp message sent to an account you connected while that channel was switched on. A call or message that was routed to us and that our systems or our suppliers failed to receive still counts as routed.

Answered means: on a call, the assistant starts its opening line within 10 seconds of the call reaching us and the call is not later cut off by our systems or our suppliers; on a message, the assistant's first reply is sent within 60 seconds of the message reaching us. A fixed safety reply, such as the one given when someone reports an urgent symptom, counts as an answer. A fixed line sent only because our systems or our suppliers had failed does not.

What does not count: calls and messages that reach us while you have paused the assistant or switched that channel off, while your service is suspended for non-payment, or after your monthly allowance has run out and your setting is "Stop and fall back"; calls the caller ends within 5 seconds of reaching us; and calls and messages that never reach us because of your phone carrier, your call-forwarding settings, your website, the visitor's connection, or Meta. A call the caller ends after 5 seconds and before the opening line has started does count as missed. A call or message that reaches us and is not answered because our systems or one of our suppliers failed counts as missed whatever the cause of that failure, even if the call then forwards to your own line; an event outside our control does not excuse it. Our suppliers are the companies we choose to run the service: telephony and speech, the language model, and hosting. Your carrier, Google and Meta are not our suppliers.

How to claim. Within 30 days after your first month ends, the account owner emails hello@healdesk.io from the owner's address and asks us to check, giving the date, time and channel of any call or message you believe was missed, if you have one. We check our own records and any record you send us: a call record from your phone carrier, or a screenshot of an unanswered message in your Instagram, Messenger or WhatsApp inbox. Send dates and times, not names: black out every phone number on a carrier record or screenshot except its last four digits, and never send a transcript. A call your carrier's record shows forwarded to your healdesk number, or a message your inbox shows with no reply from us within the time above, counts as missed unless our records show it was answered, or show that it never left your carrier or Meta. We tell you our finding within 10 business days of your claim. If one call or message was missed, we refund your first month's subscription fee to the payment method you paid with, within 14 days of that finding, and tell you what failed. If our own records show a miss, we tell the account owner by email within 7 days of recording it, whether or not you have claimed.

Limits. One refund per practice, meaning one account, however many locations or channels it has. On an annual plan, the refund is one month at your plan's annual per-month price, meaning the annual fee divided by twelve. You do not have to cancel to claim; if you stay, the service continues as normal. This refund is your only remedy for a call or message missed during your first month. It does not limit your rights under the Business Associate Agreement, or for anything other than the missed call or message itself.

A Practice receives at most one refund of its first period's fee, whether under the paragraph above or under the guarantee; the two do not stack. The guarantee refund is not limited by section 13, and section 19 does not apply to it.

If a renewal payment fails we retry it and email the owner and your billing contact, never your Practice's public inbox. The service stays fully on for seven days. If the invoice is still unpaid after that, the service is suspended: the agent stops answering on every channel, forwarded calls are passed straight through to your direct line (section 8) rather than answered, website chat becomes a contact form, we tell you how to remove call forwarding so callers reach your Practice as they did before, and your data is kept and stays readable in your portal. Paying the open invoice restores everything at once. If the invoice is still unpaid thirty days after it was due, we may cancel the subscription, and section 7 then applies. Amounts unpaid when due may bear interest at the lower of 1% per month and the maximum lawful rate.

When your subscription ends for any reason: the agent stops answering at the end of the paid period, and from then forwarded calls are passed straight through to your direct line (section 8) rather than answered. That pass-through continues for at least 30 days after the service ends or until you remove call forwarding, whichever is first; we tell you how to remove it, at once and again in writing, so calls reach your Practice exactly as they did before. We revoke our access to your Google Calendar, your Meta accounts and your payment gateway. Within 30 days of the end we deliver an export of your data — transcripts and the booking log — and we then destroy our copies when and as the Business Associate Agreement says. Billing records are retained as tax law requires.

• Inbound only. The agent speaks to a person only in reply, inside a conversation that person started with your Practice: it places no calls, sends no text messages, and sends no reminders, follow-ups or marketing to patients by any channel, and if you ask for any of those we will decline.
• Bookings. Appointments the agent writes into the Google Calendar you connect are your Practice's bookings, as if your own staff had made them: you keep that calendar's availability true, you collect any deposit the agent flagged for you, and you tell us which booking system you use, so we can tell you whether a booking in Google Calendar blocks the slot there. Mindbody's sync runs one way and it does not; Boulevard is unverified. Where it does not, the agent takes a booking request for your staff to confirm instead of booking. Our part is to book only into that calendar, only at a time it showed as free.
• Call forwarding and your direct line. You set and keep the call forwarding on your own line, with your carrier, in the coverage mode you chose. You give us a direct phone number for your Practice that is not itself forwarded to us, keep it staffed, and tell us when it changes: it is where calls go whenever the agent is not answering (sections 2, 6 and 7).
• Requests for a person. When a caller or visitor asks for a person, the assistant takes their details and alerts the contact you named. You get back to them within 24 hours, as the assistant tells them you will.
• Accurate configuration. Services, prices, hours, escalation contacts and the answers to onboarding questions are yours to keep true.
• Your own notices. You are responsible for your notice of privacy practices, your own consent forms, and any disclosure your state requires you to make to patients about the use of automated systems.
• Your account. You choose who at your Practice holds the owner, manager and billing-contact roles, keep your sign-in links and any password confidential, and tell us promptly if you believe they have been compromised.
• Lawful use. You will not use the service for emergencies, for anything unlawful, to harass anyone, or to circumvent the agent's clinical boundaries.

Where your Practice is a covered entity under HIPAA, the Business Associate Agreement you sign at checkout is the agreement required by 45 CFR 164.502(e); where it is not, we apply the same terms to the same information anyway. That agreement controls over these terms for everything about patient information: what we may do with it, how we protect it, what we report, and what happens to it when you leave. It allocates liability for patient information in the same way as sections 13 and 14 of these terms. The list of companies that process it for us, and whether each has signed with us, is at /subprocessors.

The language model. The provider of the language model that generates the agent's replies receives the content of each conversation to do so. Under its business associate agreement with us it keeps that content for 30 days, for abuse detection, and then deletes it, except content its automated trust-and-safety systems flag or the law requires it to keep, which it may keep for up to two years; it never trains on it. The Business Associate Agreement states the same.

Meta channels. Instagram, Messenger and WhatsApp are operated by Meta, which does not sign Business Associate Agreements. If you connect them, the agent replies there only inside the conversation the person opened, and only within the window Meta allows; it answers from your public menu, prices, hours and policies, can book and can send your own payment link, and never sends clinical content or a treatment name there. Clinical content a person sends on those channels is caught on arrival and is not stored, echoed back or carried into a summary; the agent moves the person to a call or to your own secure route and says why in one sentence. What a person chooses to send to Meta, and what Meta keeps, is outside our control and yours. You may switch those channels off at any time, and you accept this documented limitation when you connect them.

We own the service, its software, the agent's underlying models and prompts, and improvements to them. You own your Practice's data — your configuration, your patients' information and the records the agent creates for you — and you grant us the licence needed to provide the service to you. We never use patient information to train models. You may give us feedback and we may use it without obligation.

Each of us keeps the other's non-public information confidential, uses it only for this agreement, and protects it as carefully as its own, for as long as it remains confidential. Patient information is covered by the Business Associate Agreement, not by this section.

EXCEPT FOR THE FIRST-MONTH GUARANTEE IN SECTION 5, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". WE DO NOT WARRANT THAT IT WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE AGENT WILL ANSWER EVERY CALL OR BOOK EVERY APPOINTMENT, OR THAT ANY PARTICULAR REVENUE WILL RESULT. BOOKED VALUE IS AN ESTIMATE FROM YOUR OWN CONFIGURED PRICES, NOT A MEASURE OF REVENUE, AND FIGURES ON OUR WEBSITE ARE ILLUSTRATIVE INDUSTRY RANGES, NOT PROMISES. EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR THE BUSINESS ASSOCIATE AGREEMENT, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

TO THE FULLEST EXTENT THE LAW ALLOWS, WE ARE NOT LIABLE TO YOU FOR ANY LOSS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, IN CONTRACT, TORT OR OTHERWISE, INCLUDING LOST PROFITS OR REVENUE AND INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, HOWEVER CAUSED.

WHERE THE LAW DOES NOT PERMIT THAT EXCLUSION, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICE WILL NOT EXCEED THE FEES YOU PAID US IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limits do not apply to our wilful misconduct or gross negligence, to your indemnity obligations in section 14, or to any liability that cannot be excluded or limited by law. The first-month guarantee refund in section 5 is not limited by this section. We carry no liability insurance; you should size your own cover accordingly.

You will defend, indemnify and hold harmless us, our operating entity, and our and its officers, contractors and subprocessors against every claim, loss, liability, penalty, fine, cost and expense, including reasonable legal fees, the cost of defending a claim, and the cost of investigating a security incident and of notifying patients, regulators and anyone else about a breach, to the extent it arises from or relates to the service, your use of it, the patient information you or your patients give it, the calls and messages the agent handles for you, instructions you gave us, your responsibilities in sections 8 and 9, or a claim by a patient, a regulator or any other third party. This indemnity applies to the fullest extent the law allows, including where the claim alleges negligence on our part.

We give you no indemnity. The Business Associate Agreement allocates liability for patient information in the same way as this section and section 13. Nothing in these terms or in the Business Associate Agreement shifts to you a civil money penalty a regulator imposes on us for our own conduct, or changes what either of us owes a regulator directly.

We will tell you promptly of a claim and cooperate at your expense. You will conduct the defence with counsel we approve; we may take part with our own counsel at your cost; and you may not settle a claim in a way that admits fault on our part or imposes an obligation on us without our written consent.

These terms start when you subscribe and continue while any subscription is active. We may suspend the service for non-payment as section 6 describes, or immediately if your use creates a legal or security risk, telling you why. Either party may terminate for a material breach the other does not cure within 30 days of written notice. Sections 5, 7 and 9 to 20 survive termination.

We may update these terms. A change that affects your rights or your fees is emailed to your billing contact at least 30 days before it applies and takes effect at your next renewal; continuing past that renewal accepts it. The version and date appear at the foot of this page.

These terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, and the state and federal courts located there have exclusive jurisdiction, except that either party may bring a claim within a small-claims court's limits in that court. Before filing, each party agrees to give the other written notice of the dispute and 30 days to resolve it.

Notices to us go to legal@healdesk.io. Notices to you go to the billing email on your account. A notice is effective when delivered.

These terms, the Business Associate Agreement and the order you complete at checkout are the entire agreement between us and replace any earlier discussion. If a term is unenforceable the rest stands. Neither party is liable for delay caused by events beyond its reasonable control, except for payment obligations and the first-month guarantee in section 5. You may not assign these terms without our consent, except to a successor of your whole Practice; we may assign them to a successor of our business. Nothing creates a partnership or agency beyond the agent acting on your instructions as section 2 describes.

healdesk is a professional services brand operated by Viixi FZC, a company registered under the Sharjah Publishing City Free Zone, United Arab Emirates. Notwithstanding the place of incorporation of the operating entity, these terms are governed exclusively by the laws of the State of Delaware, United States, as section 17 provides.

• Operating brand: healdesk
• Website: healdesk.io
• General contact: hello@healdesk.io
• Legal contact: legal@healdesk.io
• Registered address: Business Center, Sharjah Publishing City Free Zone, Sharjah, United Arab Emirates
• US mailing address (correspondence only): 800 N King Street, Suite 304-1426, Wilmington, DE 19801, United States

The US mailing address is provided for convenience of US-based correspondence only and does not constitute a place of business, registered office, or service-of-process address for the operating entity.