Terms of Service

These terms form the agreement between [[TODO: registered legal entity name]] and the clinic, practice, or practitioner that subscribes to Flow Health (the Customer). They apply to everyone the Customer invites into its workspace.

Where the Customer and we have signed a separate written agreement covering the same subject, that agreement governs and these terms fill the gaps.

Using Flow Health means accepting these terms. If you are accepting them on behalf of a clinic, you confirm you are authorised to bind it.

Flow Health is software for clinical documentation and medical billing. It provides:

• a clinical workspace for recording patient encounters and the sections that make up a clinical note;
• dictation and ambient recording, transcription of that audio, and AI-assisted drafting of note text from the transcript;
• AI-assisted suggestion of billing and diagnostic codes, and extraction of fields from uploaded documents;
• preparation, validation, and submission of claims to the provincial billing system, and retrieval of remittance results;
• preparation of private-pay bills and third-party insurer forms for the practitioner to complete and deliver; and
• workspace, patient, and reporting views supporting the above.

We may change, add, or withdraw features. We will not materially reduce the core functionality the Customer subscribes to without reasonable notice.

Access is organised into workspaces. Accounts are created by invitation — there is no public sign-up — and each member holds one of four roles: workspace owner, practitioner, billing administrator, or staff. Roles determine what a member may see and do.

The Customer is responsible for:

• who is invited into its workspace, what role each member holds, and removing members who no longer need access;
• the workspace patient-visibility setting, which determines whether practitioners see only their assigned patients or a wider set of charts;
• ensuring members keep their credentials confidential and do not share accounts; and
• all activity that occurs under its workspace, and for telling us promptly if it suspects unauthorised access.

This is the most important term in this agreement.

Flow Health is a documentation and billing tool. It does not practise medicine, and it does not provide medical, clinical, coding, or billing advice. Transcripts, draft notes, summaries, suggested billing and diagnostic codes, extracted document fields, and any other automated output are aids to a professional, not conclusions. They may be incomplete, inaccurate, or wrong.

The practitioner remains solely responsible for the care they provide and for the accuracy and completeness of the record. The practitioner must review every draft before adopting it, correct anything that is wrong, and exercise their own professional judgement. A note becomes part of the clinical record only when the practitioner reviews and signs it.

Nothing in the service replaces the practitioner's obligations to their patients, their regulatory college, or their professional insurer. The Customer is responsible for obtaining any patient consent its professional or legal obligations require, including consent to record a consultation.

Claims are submitted under the practitioner's own billing number and credentials, and the practitioner is the person accountable to the payer for them.

Code suggestions and claim validations are aids. They do not guarantee that a claim is correct, complete, payable, or compliant with payer rules, and rules change without notice to us. Before submitting, the practitioner or billing administrator is responsible for confirming that the codes, service dates, patient details, and supporting documentation are accurate.

The Customer is responsible for the consequences of submitted claims, including rejections, audits, recoveries, and any finding of incorrect billing. We are not responsible for payment outcomes, payer processing, or the availability of the provincial billing system.

The Customer and its members must not:

• enter information about a person the Customer has no lawful basis or professional relationship to document;
• access a patient record without a clinical or administrative need to do so;
• share accounts or credentials, or let anyone use the service under another person's identity;
• attempt to defeat access controls, workspace separation, audit logging, or rate limits, or to access another workspace's data;
• probe, scan, or test the security of the service without our written permission;
• copy, extract, or reuse the service or its content to build a competing product, or reverse engineer it except where the law expressly permits;
• submit claims the Customer knows to be inaccurate, or use the service to facilitate fraudulent billing;
• upload malicious code, or content the Customer has no right to upload; or
• use the service in breach of applicable law or professional obligations.

The Customer owns the patient and clinical information in its workspace. The Customer is the custodian of that information; we do not acquire ownership of it, and we claim no rights in it beyond those needed to provide the service.

We handle that information on the Customer's documented instructions and to deliver, secure, and support the service. We do not sell it, use it for advertising, or disclose it except as described in the Privacy Policy, which forms part of this agreement.

We own the service itself — the software, interfaces, documentation, and everything we develop; the AI and speech models the service calls belong to their providers — together with aggregated, de-identified operational statistics that cannot identify a patient, practitioner, or clinic, which we use only to operate and improve the service, as the Privacy Policy describes.

The Customer grants us the limited licence needed to host, process, transmit, display, and back up its information for those purposes, and confirms it has the authority to place that information in the service.

Each party will keep the other's confidential information in confidence, use it only for this agreement, and protect it with at least the care it uses for its own confidential information.

We restrict our personnel's access to Customer information to those who need it to operate or support the service, and bind them to confidentiality. Patient information is also subject to the safeguards, audit logging, and access controls described in the Privacy Policy.

Confidentiality does not apply to information that is public through no breach of this agreement, was already known without a duty of confidence, or is independently developed. Where disclosure is legally compelled, the disclosing party will give notice where it is permitted to do so.

These obligations continue after this agreement ends.

[[TODO: fees, billing frequency, payment terms, late payment, taxes, and price-change notice period]]

Fees for the service are separate from any amounts a payer pays the practitioner for clinical services. We do not process patient payments.

We aim to keep the service available and to restore it promptly when it is not, but we do not guarantee uninterrupted operation. The service depends on infrastructure providers and on the provincial billing system, and may be unavailable during maintenance or because of a fault outside our control.

[[TODO: service availability target, planned-maintenance notice, support channels and response times]]

Because the service supports clinical documentation, the Customer should maintain a means of recording care during an outage. We are not responsible for a Customer's inability to document or bill while the service is unavailable.

The Customer may stop using the service and terminate this agreement in accordance with its subscription terms.

We may suspend access, on notice where practicable, if there is a serious security risk, unlawful or fraudulent use, a material breach of these terms, or non-payment. We will limit any suspension to what the circumstances require. We may terminate for a material breach that is not cured within thirty days of written notice.

On termination, the Customer remains the owner and custodian of its records, and its record-retention obligations continue independently of this agreement. We will make the Customer's data available for export for [[TODO: data export window after termination, and the export format provided]], and afterwards will dispose of it on the Customer's documented instruction and in accordance with the retention terms in the Privacy Policy.

Audit records are retained separately as compliance evidence and are not deleted with workspace data.

Except as expressly stated in this agreement, and to the extent the law permits, the service is provided as is and without warranties of any kind, whether express, implied, or statutory, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.

We do not warrant that automated output is accurate or complete, that claims will be accepted or paid, or that the service will be error-free or uninterrupted. Some jurisdictions do not allow the exclusion of certain warranties, and those exclusions do not apply where the law prohibits them.

Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or goodwill, however caused.

Each party's total aggregate liability arising out of this agreement is limited to [[TODO: liability cap — amount or formula, and any carve-outs for confidentiality, privacy breach, indemnity, and unpaid fees]].

These limits do not apply to liability that cannot be limited by law, including liability for fraud, or for death or personal injury caused by negligence. Nothing in this section limits a practitioner's own responsibility for the care they provide or the claims they submit.

The Customer will defend and indemnify us against third-party claims arising from its use of the service in breach of this agreement or applicable law, from the care it provides, from claims it submits, or from its lack of authority or consent to place information in the service.

We will defend and indemnify the Customer against third-party claims that the service, used as permitted, infringes that party's intellectual property rights.

[[TODO: indemnity procedure — notice period, control of defence, settlement consent, and whether indemnities sit inside or outside the liability cap]]

We may update these terms as the service and the law change. The date at the top of the page shows when the text was last revised.

For a change that materially affects the Customer's rights or obligations, we will give reasonable advance notice. Continuing to use the service after a change takes effect means accepting the updated terms; a Customer that does not accept a material change may terminate before it takes effect.

This agreement is governed by the laws of [[TODO: governing law province]] and the federal laws of Canada that apply there, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts of that province.

If a provision is held unenforceable, the rest remains in force. A failure to enforce a term is not a waiver of it. The Customer may not assign this agreement without our consent, which will not be unreasonably withheld.

Questions about these terms, and any contractual or legal notice, can be sent to:

Legal notices

[[TODO: legal notices email]]

Support

[[TODO: support contact email]]

Mail

[[TODO: registered legal entity name]]
[[TODO: registered business address]]

For privacy questions and access requests, see the Privacy Policy.