Terms of Service

1. About SmartDesk AI

SmartDesk AI (“SmartDesk AI,” “we,” “us,” or “our”) is a Canadian software-as-a-service (SaaS) platform providing automated patient communication tools — including SMS, chat, and voice — to healthcare and professional service clinics across Canada. SmartDesk AI is operated from Halifax, Nova Scotia, Canada.

These Terms of Service (“Terms”) govern your access to and use of the SmartDesk AI platform, website (smartdeskai.ca), and all related services (collectively, the “Services”). These Terms constitute a legally binding agreement between you and SmartDesk AI.

These Terms are governed by the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein, including the Consumer Protection Act (Nova Scotia), the Electronic Commerce Act (Nova Scotia), PIPEDA, and Canada’s Anti-Spam Legislation (CASL).

2. Definitions

• “Services” means the SmartDesk AI SaaS platform, website, APIs, dashboards, and any related tools or features.
• “Clinic” or “Client” means any healthcare or professional service business that subscribes to or evaluates the Services.
• “Clinic User” means any administrator, staff member, or authorized representative of a Clinic who accesses the Services.
• “Patient” means any individual whose information is processed through the Services on behalf of a Clinic.
• “Agreement” means these Terms of Service, together with our Privacy Policy and any executed subscription or service agreement.
• “Content” means any data, text, files, messages, or other materials submitted to or generated by the Services.

3. Eligibility and Account Registration

3.1 Eligibility

By registering for or using the Services, you represent and warrant that:

• You are at least 18 years of age
• You have the legal authority to enter into this Agreement on behalf of your clinic or organization
• Your use of the Services complies with all applicable federal and provincial laws
• You are operating a legitimate business registered or operating in Canada

3.2 Account Registration

To access certain features, you may be required to register for an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and update your account information to keep it accurate
• Keep your login credentials confidential and not share them with unauthorized parties
• Notify us immediately at madan.purilla@smartdeskai.ca of any unauthorized use of your account

4. Permitted Use of Services

4.1 Authorized Use

• Sending automated appointment reminders and confirmations to patients who have provided consent
• Managing clinic waitlists and patient follow-up communications
• Using the AI chatbot and voice tools to handle patient inquiries
• Accessing dashboards for administrative and reporting purposes

4.2 Prohibited Use

You agree not to use the Services to:

• Send unsolicited commercial electronic messages in violation of CASL
• Contact patients who have not provided express or implied consent
• Collect or transmit personal health information beyond what is necessary for appointment communication
• Violate any applicable federal, provincial, or municipal laws
• Reverse engineer, decompile, or attempt to extract the source code of the platform
• Resell or sublicense access to the Services to unauthorized third parties
• Introduce malware, viruses, or malicious code into the platform
• Engage in any activity that disrupts or interferes with the Services
• Misrepresent your identity or affiliation when using the Services

5. Clinic Responsibilities and Compliance

5.1 Patient Consent

Clinics are solely responsible for obtaining, documenting, and maintaining valid patient consent before using the Services to contact patients. This includes compliance with:

• CASL — express or implied consent for electronic messages
• PIPEDA — Personal Information Protection and Electronic Documents Act
• PHIPA — Personal Health Information Protection Act (Ontario clinics)
• Any other applicable provincial health privacy legislation

5.2 Accuracy of Patient Information

Clinics are responsible for ensuring that all patient data entered into or processed through the Services is accurate, up to date, and lawfully obtained.

5.3 Staff Training and Access Control

Clinics are responsible for ensuring that all staff members who access the Services are appropriately trained and authorized. Clinics must promptly revoke access for any staff member who leaves the organization.

5.4 Regulatory Compliance

Clinics remain solely responsible for compliance with all healthcare regulations and professional standards applicable to their practice, including requirements set by provincial regulatory bodies.

6. Data Ownership and Privacy

6.1 Your Data

You retain full ownership of all clinic and patient data you submit to the Services. SmartDesk AI does not claim any ownership rights over your data.

6.2 Data Processing

SmartDesk AI processes clinic and patient data solely as a data processor acting on your instructions. We do not sell, rent, or share your data with third parties for marketing or any purpose other than delivering the Services.

6.3 Privacy Policy

Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

6.4 Data Residency

All clinic and patient data processed through the Services is stored in Canada. SmartDesk AI does not transfer personal health information outside of Canada without your explicit written consent.

7. Intellectual Property

7.1 SmartDesk AI Ownership

The Services, including all software, algorithms, interfaces, designs, content, and trademarks, are the exclusive property of SmartDesk AI and are protected by the Copyright Act (Canada) and the Trademarks Act (Canada).

7.2 Limited Licence to You

Subject to your compliance with these Terms, SmartDesk AI grants you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services solely for your internal clinic operations during the term of your subscription.

7.3 Feedback

If you provide SmartDesk AI with feedback, suggestions, or ideas, you grant SmartDesk AI a non-exclusive, royalty-free, perpetual licence to use such feedback to improve the Services.

8. Fees, Billing, and Subscriptions

8.1 Subscription Plans

SmartDesk AI offers subscription-based pricing as described on our website. We reserve the right to modify pricing with 30 days’ written notice to active subscribers.

8.2 Early Access

During the early access period, certain features may be provided at no charge. SmartDesk AI will provide at least 30 days’ advance notice before transitioning to paid subscriptions.

8.3 Taxes

All fees are exclusive of applicable taxes. You are responsible for paying all federal and provincial taxes (including HST/GST) applicable in Nova Scotia and your province of operation.

8.4 Refunds

Unless otherwise required by applicable consumer protection law in Nova Scotia, subscription fees are non-refundable. Billing concerns must be raised within 30 days at madan.purilla@smartdeskai.ca.

9. Service Availability and Modifications

9.1 Uptime

SmartDesk AI will make reasonable efforts to ensure the Services are available but does not guarantee uninterrupted or error-free availability. Scheduled maintenance will be communicated in advance where reasonably possible.

9.2 Modifications

SmartDesk AI reserves the right to modify, suspend, or discontinue any feature or aspect of the Services at any time with reasonable notice to active subscribers.

9.3 Third-Party Services

The Services rely on third-party providers including Twilio (SMS and voice) and OpenAI (AI-powered responses). SmartDesk AI is not responsible for outages or changes caused by these third-party providers.

10. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SMARTDESK AI SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION.

IN NO EVENT SHALL SMARTDESK AI’S TOTAL LIABILITY EXCEED THE GREATER OF: (A) FEES PAID IN THE THREE (3) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100).

12. Indemnification

You agree to indemnify, defend, and hold harmless SmartDesk AI and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses arising out of or related to:

• Your use of the Services in violation of these Terms
• Your failure to obtain valid patient consent as required by CASL or applicable health privacy law
• Any inaccurate, incomplete, or unlawfully obtained data submitted to the Services
• Your violation of any applicable law or the rights of any third party

13. Termination

13.1 Termination by You

You may terminate your account at any time by contacting madan.purilla@smartdeskai.ca.

13.2 Termination by SmartDesk AI

SmartDesk AI may suspend or terminate your access immediately if you breach these Terms, violate applicable law, fail to pay applicable fees, or engage in conduct harmful to SmartDesk AI or third parties.

13.3 Effect of Termination

Upon termination, your right to access the Services ceases immediately. Your data will be retained for 90 days following termination, after which it will be permanently deleted unless a longer retention period is required by law. You may request an export of your data within this window.

14. Dispute Resolution

14.1 Informal Resolution

Before initiating any formal dispute, you agree to contact SmartDesk AI at madan.purilla@smartdeskai.ca and provide at least 30 days for us to attempt to resolve the dispute informally.

14.2 Governing Law

These Terms are governed by the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein.

14.3 Jurisdiction

Any legal proceedings shall be brought exclusively in the courts of the Province of Nova Scotia, and you hereby consent to the personal jurisdiction of such courts.

14.4 Consumer Rights

Nothing in this section limits your rights under applicable Canadian consumer protection legislation, including the right to file a complaint with the Competition Bureau of Canada or the Office of the Privacy Commissioner of Canada.

15. Canada’s Anti-Spam Legislation (CASL) Compliance

Compliance with CASL is the sole responsibility of the Clinic. By using the Services, you agree that:

• You have obtained express or implied consent from each patient before sending commercial electronic messages
• Each message includes a clear identification of the sender and a functional unsubscribe mechanism where required
• You will honor all unsubscribe requests within 10 business days as required by CASL
• You will maintain records of patient consent for a minimum of 3 years as recommended by the CRTC

16. Accessibility

SmartDesk AI is committed to making its Services accessible to users with disabilities in accordance with the Accessible Canada Act and the Nova Scotia Accessibility Act. If you require accommodation or encounter accessibility barriers, please contact us at madan.purilla@smartdeskai.ca.

17. Language / Langue

These Terms are written in English. SmartDesk AI also provides a French version upon request, in recognition of Canada’s official bilingual status under the Official Languages Act. In the event of any conflict, the English version shall prevail.

Les présentes conditions sont rédigées en anglais. Une version française est disponible sur demande à madan.purilla@smartdeskai.ca.

18. General Provisions

18.1 Entire Agreement

These Terms, together with our Privacy Policy and any applicable subscription agreement, constitute the entire agreement between you and SmartDesk AI with respect to the Services.

18.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

18.3 Waiver

SmartDesk AI’s failure to enforce any right or provision shall not constitute a waiver of such right or provision.

18.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without prior written consent from SmartDesk AI.

18.5 Amendments

SmartDesk AI reserves the right to modify these Terms at any time. We will notify active users of material changes by email at least 30 days before the changes take effect.

18.6 Force Majeure

SmartDesk AI shall not be liable for any delay or failure in performance resulting from causes beyond our reasonable control, including natural disasters, power outages, internet disruptions, pandemic, or acts of government.

19. Contact Information

If you have any questions, concerns, or legal notices related to these Terms of Service, please contact:

For regulatory or consumer protection matters: