Terms and Conditions

1. Definitions

Capitalised terms have the following meaning.

• Platform: the Optavius software, including voice and digital agents, the console, Ask Optavius, integrations, apps and documentation.
• Agent: a configured set of pathways, rules and connections that performs a defined job for the Customer, such as answering the front desk.
• Order Form: the document that describes the Agents, targets, fees and term agreed with the Customer.
• Customer Data: all data submitted to the Platform by or for the Customer, including call recordings, transcripts, bookings and patient information.
• Patient Information: Customer Data that identifies a patient, including protected health information under HIPAA and health data under the GDPR.
• Outcome: a task completed end to end by an Agent as defined in the Order Form, for example a call resolved, an appointment booked or a no-show rebooked.

2. The services

We make the Platform available and provide the professional services described in each Order Form. You are responsible for the equipment, phone lines, internet access and third-party systems you use to reach the Platform.

We may change the Platform to improve it, provided the changes do not materially reduce its security or performance. We provide support during business hours in the Netherlands and the United States and an emergency line for outages that stop calls from being answered.

All rights not expressly granted are reserved. Nothing in these terms transfers ownership of the Platform.

3. Accounts and acceptable use

You are responsible for the people you give access to the console and for keeping credentials confidential. You will notify us promptly of any unauthorised use.

You will not copy, modify, reverse engineer or resell the Platform, use it to build a competing product, probe its security without written permission, upload malicious code, use it for unlawful purposes, or send unsolicited marketing calls or messages through it. You will not use the Platform to make decisions about diagnosis or treatment.

4. Your responsibilities

Because Agents speak with your patients, you agree to:

• review and approve every pathway, script and escalation rule before an Agent goes live, and keep them current;
• designate a clinical lead who signs off on red-flag lists and emergency routing, and a point of contact for operational questions;
• obtain any consents and provide any notices required by law for call recording, automated calls and messages, and AI use, including the announcement at the start of each call;
• keep your calendar, provider list, opening hours and contact details accurate in the connected systems;
• maintain a working fallback so calls reach your team if the Platform is unavailable;
• comply with laws that apply to you, including HIPAA, the GDPR, telemarketing and consumer protection laws.

5. Patient safety and no medical advice

Agents do not diagnose, treat or give medical advice. They answer questions, schedule, route and escalate according to the pathways you approve. Clinical judgement remains with you and your clinicians at all times.

Agents tell callers who describe an emergency to hang up and call the local emergency number, and follow your urgent-symptom protocol. You acknowledge that automated systems can misunderstand a caller, and that your protocol and fallback are the safeguard. You remain responsible for the care of your patients.

6. Customer Data, privacy and patient information

You own Customer Data. You grant us the right to host, process, transmit and display Customer Data solely to provide the services, support you and comply with the law. We process Patient Information only on your instructions, under our data processing agreement and, where HIPAA applies, our business associate agreement, which form part of these terms.

We do not sell Customer Data and do not use Patient Information to train general-purpose models. With your agreement we may create de-identified, aggregated data to improve pathways and measure quality. Improvements to the Platform that result from processing Customer Data belong to Optavius and contain no Patient Information.

You will make sure you have the right to share Customer Data with us, and that you have given the notices required for us to process it.

7. Fees and payment

Fees are stated in the Order Form. Optavius pricing is tied to Outcomes: the monthly fee applies only in months in which the Agents deliver the Outcomes agreed in the Order Form. There are no per-user or per-minute charges unless the Order Form says otherwise.

We invoice monthly in arrears. Invoices are due within 14 days by card or direct debit. Fees exclude VAT and other taxes, which you pay where applicable. Overdue amounts may accrue statutory interest, and we may suspend the services after written notice if an invoice remains unpaid for 30 days.

8. Term and termination

The agreement starts on the date in the Order Form and runs month to month unless the Order Form states a fixed term. Either party may end it at the end of a month with 30 days' written notice.

Either party may terminate immediately if the other materially breaches these terms and does not cure the breach within 15 days of notice, or becomes insolvent. On termination, Agents stop taking calls, your number is released back to you, and within 30 days you can export Customer Data. We delete Customer Data within 90 days after that, except where the law requires us to keep it.

9. Confidentiality

Each party will keep the other's non-public information confidential, use it only to perform this agreement, and protect it with at least reasonable care. This does not cover information that is public, already known, independently developed or lawfully received from a third party. A party may disclose confidential information when required by law, after notifying the other party where permitted. These duties last three years after the agreement ends, and indefinitely for Patient Information and trade secrets.

10. Intellectual property

Optavius owns the Platform and all related intellectual property. You own Customer Data and your pathways, scripts and brand. If you send us suggestions or feedback, we may use them without obligation to you. Your name and logo may be used to identify you as a customer only with your written permission.

11. Warranties and disclaimers

We warrant that the services will be provided with reasonable skill and care, that we have the rights needed to provide the Platform, and that we maintain the security measures described in our documentation. You warrant that you have the authority to enter this agreement and the rights and consents described in sections 4 and 6.

Except as stated above, the Platform is provided as is. We do not guarantee uninterrupted or error-free operation, that Agents will understand every caller, or that a particular number of Outcomes will be achieved. AI output can be inaccurate; your pathways, review and fallback are part of the service design.

12. Limitation of liability

To the extent permitted by law, neither party is liable for indirect, incidental, special or consequential damages, loss of profit or loss of data, however arising. Each party's total liability under this agreement is limited to the fees paid or payable by you in the twelve months before the event that gave rise to the claim.

These limits do not apply to a party's indemnification obligations, breach of confidentiality, gross negligence or wilful misconduct, or to liability that cannot be limited by law. Neither party is liable for delays caused by events beyond its reasonable control, such as carrier outages, power failures or natural disasters.

13. Indemnification

We will defend you against claims that the Platform, used as permitted, infringes a third party's intellectual property, and pay resulting damages and costs. We may modify or replace the Platform or, if that is not reasonable, end the affected service and refund prepaid fees.

You will defend us against claims arising from Customer Data, your pathways and instructions, your failure to obtain required consents or give required notices, or your use of the Platform in breach of these terms, and pay resulting damages and costs. The indemnified party must notify the other promptly, give control of the defence and cooperate reasonably.

14. Regulatory compliance

Each party will comply with the laws that apply to it, including HIPAA and the GDPR. Neither party is excluded from participating in government healthcare programmes. Our data processing agreement and business associate agreement set out the parties' obligations for Patient Information and prevail over these terms in case of conflict on that subject.

15. Governing law and disputes

For customers contracting with Optavius B.V., Dutch law applies and the courts of Amsterdam have exclusive jurisdiction. For customers contracting with Optavius Inc., the laws of the State of Texas apply and the state and federal courts in Harris County, Texas have exclusive jurisdiction. The parties will first try to resolve any dispute through discussion between senior representatives for 30 days. Either party may seek injunctive relief to protect confidential information or intellectual property at any time.

16. General

These terms, the Order Form, the data processing agreement and the business associate agreement are the entire agreement and replace prior discussions. If a provision is unenforceable, the rest remains in force. Neither party may assign the agreement without the other's consent, except to a successor in a merger or sale of the business. We may use subcontractors and remain responsible for them. The parties are independent contractors. Notices must be in writing to the addresses in the Order Form. We may update these terms; material changes take effect 30 days after we notify you, and you may terminate before then if you do not accept them.

17. Contact

Optavius B.V., Amsterdam, the Netherlands, and Optavius Inc., Houston, Texas. Questions about these terms: legal@optavius.com.