1. Services and Subscription
1.1 Heidi Comms
Heidi will provide Customer with access to Heidi Comms, a feature within the Heidi Platform, as agreed between the parties.
1.2 In-Product Terms Apply
Customer's use of Heidi Comms is subject to:
- Heidi's in-product Terms for Comms (as presented within the Heidi Platform); and
- Heidi's Privacy Policy (available at https://www.heidihealth.com/legal/privacy-policy).
By using Heidi Comms, Customer and its Users agree to comply with these terms. If there is any conflict between these Terms and Conditions and the in-product Terms, these Terms and Conditions prevail for commercial terms (pricing, payment, subscription period), and the in-product Terms prevail for usage, technical, and operational matters.
1.3 User Accounts
User accounts are non-transferable and may not be shared between multiple individuals.
1.4 Customer Responsibilities
Customer is responsible for:
- Obtaining appropriate internet connectivity, hardware, and bandwidth;
- Ensuring Users obtain all necessary consents from call participants;
- Complying with all applicable laws and professional obligations; and
- If Customer is located in the United States: Complying with HIPAA where applicable.
2. Fees and Payment
2.1 Subscription Fees
Customer will pay the subscription fees as agreed. All fees are exclusive of taxes as follows:
- If Customer is located in Australia: All fees are exclusive of GST, which Customer is responsible for.
- If Customer is located in Canada: All fees are exclusive of applicable taxes (including GST/HST/PST/QST), which Customer is responsible for.
- If Customer is located in the United Kingdom: All fees are exclusive of VAT, which Customer is responsible for.
- If Customer is located in the United States: All fees are exclusive of applicable federal, state, and local taxes, which Customer is responsible for.
- If Customer is located in any other jurisdiction: All fees are exclusive of any applicable sales tax, goods and services tax, value added tax, consumption tax, or similar taxes imposed by the relevant taxing authorities, which Customer is responsible for.
2.2 Payment
Invoices are payable within 14 days of invoice date (Net 14), unless otherwise agreed. Payment must be made via the method nominated by Heidi. All fees are non-refundable except as required by law.
2.3 Late Payment
Heidi may suspend access to Heidi Comms if payment is more than 21 days overdue and not cured within 7 days of written notice.
2.4 Price Changes
Pricing applies only for the current subscription term. Upon renewal or expiry, Heidi's then-current standard pricing will apply unless otherwise agreed in writing.
3. Fair Use and Usage Monitoring
3.1 Usage Monitoring
Heidi will monitor Customer's usage of Heidi Comms, including call volumes, concurrent calls, and call minutes, to ensure fair and reasonable use relative to the subscription.
3.2 Excessive Usage
If Customer's usage consistently exceeds reasonable levels (taking into account normal clinical practice patterns), Heidi reserves the right to:
- Discuss usage patterns with Customer; and
- After consultation, either:Adjust the subscription and associated fees to reflect actual usage; orWork with Customer to reduce call volumes to appropriate levels; orImplement usage caps or throttling if agreement cannot be reached.
3.3 Notice
Heidi will provide at least 14 days' written notice before implementing any usage caps or mandatory subscription adjustments, and will work collaboratively with Customer to find a mutually acceptable solution.
4. Intellectual Property and Data
4.1 Ownership
Heidi owns all rights to Heidi Comms and the Heidi Platform. Customer owns all rights to Customer Data (including call content and recordings).
4.2 Limited License/Licence
Heidi grants Customer a limited, non-exclusive, non-transferable right to use Heidi Comms during the subscription term, solely for Customer's internal business purposes.
4.3 Customer Data
Customer grants Heidi a limited right to process Customer Data solely to provide the Heidi Comms services. Customer Data handling is subject to Heidi's Privacy Policy.
4.4 De-identified Data
Heidi may use de-identified and aggregated data derived from usage of Heidi Comms to improve the service, provided such data cannot reasonably identify Customer or any individual.
5. Confidentiality
Each party will keep confidential all non-public information disclosed by the other party, and will not use such information except to perform its obligations. This obligation survives for 2 years after termination.
6. Term and Termination
6.1 Term
The subscription commences on the agreed start date and continues for the agreed term, unless terminated earlier.
6.2 Termination for Breach
Either party may terminate if the other party materially breaches and fails to cure within 30 days of written notice.
6.3 Termination for Convenience
Either party may terminate at the end of the current subscription term by providing at least 30 days' written notice before the renewal date.
6.4 Effect of Termination
Upon termination:
- Customer must pay all outstanding fees;
- Customer's access to Heidi Comms will cease;
- Heidi may delete Customer Data in accordance with its Privacy Policy and applicable law; and
- Provisions relating to payment, confidentiality, intellectual property, and liability will survive.
7. Warranties and Disclaimers
7.1 Heidi's Commitment
Heidi will use commercially reasonable efforts to make Heidi Comms available with 99% monthly uptime, excluding scheduled maintenance and circumstances beyond Heidi's reasonable control.
7.2 No Medical Advice
Heidi Comms is a communication tool only. It does not provide medical advice. All clinical decisions remain the sole responsibility of qualified healthcare professionals.
7.3 Third-Party Dependencies
Heidi Comms relies on third-party telecommunications infrastructure. Heidi is not liable for issues arising from third-party service failures, internet outages, or Customer's connectivity issues.
7.4 AI Disclaimer
Heidi Comms uses AI-enabled technology for transcription and documentation. Outputs may be inaccurate or incomplete. Users must independently review and validate all outputs before relying on them.
7.5 "As Is" Provision
TO THE MAXIMUM EXTENT PERMITTED BY LAW, HEIDI COMMS IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR UNINTERRUPTED SERVICE.
7.6 Consumer Guarantees
- If Customer is located in Australia: Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred on the Customer by the Australian Consumer Law or any other applicable law that cannot be excluded, restricted or modified by agreement.
- If Customer is located in the United Kingdom: Nothing in these Terms excludes or limits any rights the Customer may have under the Consumer Rights Act 2015 or other applicable consumer protection legislation that cannot be excluded or limited by law.
8. Liability and Indemnities
8.1 Liability Cap
To the extent permitted by law, each party's total liability will not exceed the fees paid by Customer in the 12 months immediately before the event giving rise to liability.
8.2 Excluded Damages
NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING LOSS OF REVENUE, PROFITS, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If Customer is located in the United States: SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
8.3 Consumer Rights (Australia only)
If Customer is located in Australia: Where the Australian Consumer Law or other legislation implies a condition, warranty or guarantee into these Terms which may not lawfully be excluded, and Heidi would otherwise be liable for a breach of such condition, warranty or guarantee, then to the extent permitted by law, Heidi's liability for such breach is limited to (at Heidi's option):
- In the case of services: supplying the services again or payment of the cost of having the services supplied again; or
- In the case of goods: replacement of the goods, supply of equivalent goods, repair of the goods, payment of the cost of replacing the goods or acquiring equivalent goods, or payment of the cost of having the goods repaired.
8.4 Customer Indemnity
Customer will indemnify Heidi against claims arising from:
- Customer's or its Users' breach of these Terms;
- Failure to obtain required consents from call participants;
- Clinical decisions or patient care provided by Customer; or
- Customer's violation of applicable laws.
9. General
9.1 Governing Law
The governing law and jurisdiction for these Terms depend on Customer's location:
- If Customer is located in Australia: These Terms are governed by the laws of Victoria, Australia, and the parties submit to the exclusive jurisdiction of the courts of Victoria, Australia.
- If Customer is located in Canada: These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, and the parties submit to the exclusive jurisdiction of the courts of Ontario, Canada.
- If Customer is located in the United Kingdom: These Terms are governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.
- If Customer is located in the United States: These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles, and the parties submit to the exclusive jurisdiction of the federal and state courts located in Delaware.
- If Customer is located in any other jurisdiction: These Terms are governed by the laws of the jurisdiction most closely aligned with Customer's location, as follows:For customers in the European Union, European Economic Area, or Switzerland: the laws of England and Wales shall apply;For customers in Asia-Pacific regions (including but not limited to Singapore, Japan, New Zealand, Hong Kong): the laws of Victoria, Australia shall apply;For customers in Africa, Middle East, or South America (including but not limited to South Africa, UAE, Brazil, Argentina): the laws of England and Wales shall apply;For customers in Central America, the Caribbean, or other parts of North America: the laws of the State of Delaware, United States shall apply.
9.2 Entire Agreement
These Terms (including the in-product Terms and Privacy Policy incorporated by reference) constitute the entire agreement and supersede all prior agreements relating to Heidi Comms.
9.3 Amendments
These Terms may only be amended by written agreement signed by both parties. Heidi may update the in-product Terms and Privacy Policy from time to time, with notice to Customer.
9.4 Notices
Notices must be in writing and sent to the contact details provided by each party or updated in writing by either party.
9.5 Independent Contractors
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or employment relationship.
9.6 Severability
If any provision is invalid or unenforceable, it will be severed and the remaining provisions will remain in full effect.
9.7 Force Majeure
Neither party is liable for failure to perform due to events beyond its reasonable control, including telecommunications infrastructure failures.