Terms of Use

Version 1, Effective 1st October 2026

These Terms of Use (“Terms”) govern access to and use of the MedicDesk.ai platform — the Ambient Scriber and AI Receptionist services described below (together, the “Services”) — provided by ACE Ltd (“MedicDesk.ai”, “we”, “us”, “our”).

By creating an Account, or by accessing or using the Services, you (“Customer”, “you”, “your”) agree to be bound by these Terms. If you are entering into these Terms on behalf of a clinic, practice, or other organization, you confirm that you have the authority to bind that organization, and “you” and “Customer” refer to that organization. If you do not agree to these Terms, you must not access or use the Services.

These Terms, together with any Order Form, our Data Processing Addendum (“DPA”), our Privacy Policy, and any service-specific addenda referenced in an Order Form, form the entire agreement between you and MedicDesk.ai regarding the Services (the “Agreement”). If these documents conflict, the following order of precedence applies:

1. an applicable Order Form;
2. any service-specific addendum referenced in it (e.g., an Outbound Calling Addendum);
3. the DPA;
4. these Terms.

This Agreement replaces any prior agreement between the parties relating to the Services, other than the DPA and any Order Form, which continue to apply alongside it.

1. Definitions

“Account” means the account Customer or a Provider registers to access the Services.

“Affiliate” means an entity that controls, is controlled by, or is under common control with a party.

“Ambient Scriber” means the ambient clinical-documentation Service: capture of audio from a clinical encounter, transcription of that audio, and AI-assisted generation of a structured draft clinical note for a Provider to review, edit, and sign.

“AI Receptionist” means the call-handling Service: AI-assisted answering of inbound calls to a Customer-designated number, and, where enabled, outbound communications (text messages and/or voice calls) for appointment confirmations, reminders, and recalls.

“Clinic” means the medical, dental, or other healthcare practice that holds the Account.

“Customer Data” means any data submitted to, or generated through, the Services, including audio recordings, transcripts, clinical notes, call recordings, call transcripts and summaries, and Personal Data of Patients, Providers, staff, and callers.

“Data Protection Laws” means all applicable laws relating to the processing of Personal Data, including the GDPR and any applicable national implementing or supplementing legislation.

“Documentation” means user guides, help-center content, and technical materials that we make available describing the Services.

“DPA” means our Data Processing Addendum, available at [DPA URL], which governs our processing of Personal Data as a processor on Customer’s behalf and is incorporated into this Agreement by reference.

“Order Form” means an order, subscription confirmation, or similar ordering document that references these Terms.

“Patient” means an individual receiving, or being offered, healthcare services from Customer whose data is processed through the Services.

“Personal Data / Processing / Controller / Processor” means the meanings given to them under applicable Data Protection Laws.

“Provider” means a clinician or other authorized user of Customer who uses the Services to deliver, or support the delivery of, healthcare services.

“Services” means the Ambient Scriber, the AI Receptionist, and the related dashboards, integrations, onboarding, and support described in the Documentation and any applicable Order Form. Functionality not described in the Documentation or an Order Form is not included.

2. Eligibility, Accounts & Registration

2.1 Registration

To use the Services, you must register for an Account. By registering, you confirm that (a) you have the legal capacity to enter into a binding agreement, and (b) if you are registering on behalf of a Provider or Clinic, you are authorized to do so.

2.2 Information We Collect

Registration requires certain information, which may include your name, role, employer, and contact details. We collect and use this information to operate the Services, as described in our Privacy Policy.

2.3 Account Security

You are responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account. You must notify us immediately if you become aware of any unauthorized use of your Account.

2.4 One Account per Provider

Each Provider who uses the Ambient Scriber to record and sign clinical notes must hold their own individual Account. Accounts must not be shared between Providers.

3. The Services

3.1 Ambient Scriber

The Ambient Scriber captures audio of a clinical encounter using the Provider’s device, transcribes it, and uses AI to generate a structured draft clinical note. The Provider must review the transcript and the draft note, make any corrections, and sign the note before it forms part of the Patient record. See §5 (No Professional Advice) and §6 (Patient Consent & Recording).

3.2 AI Receptionist

The AI Receptionist answers inbound calls to a Customer-designated number, using AI to converse with callers, book, reschedule, or confirm appointments, and answer routine questions from information Customer provides. Where enabled on Customer’s Account, it also places outbound text (SMS, WhatsApp, and/or email) and, where enabled, outbound voice communications for appointment confirmations, reminders, and recall campaigns.

3.3 Free Access, Trials & Plans

Certain use of the Services may be offered free of charge (for example, a limited number of Ambient Scriber sessions per Provider) or under a free trial period, as described on our website or an applicable Order Form. Paid plans and any usage limits are as published on our website or stated in the applicable Order Form. We may change, limit, or discontinue free access or trial terms on reasonable notice, without affecting fees already properly incurred.

Where a free trial is offered, unless Customer cancels before it ends, a paid subscription will commence automatically at the end of the trial for whichever Services Customer has actually used, at the pricing then in effect for those Services.

3.4 Changes to the Services

We may update or change the Services’ functionality from time to time. We will give at least 30 days’ notice of any change that materially reduces functionality Customer is actively using; other changes may be made without notice.

3.5 Third-Party Dependencies

The Services rely on third-party providers, including for telephony, hosting, speech-to-text, and AI model inference. We are not liable for outages or disruptions caused by such providers, but will take commercially reasonable steps to limit their impact on Customer. We may replace or change any third-party provider, provided the change does not materially diminish the overall functionality of the Services.

4. AI Output, Limitations & No Professional Advice

4.1 Nature of AI Output

The Services use machine learning and generative AI. AI-generated output — including draft clinical notes, tagged entities (such as medications, procedures, or symptoms), call summaries, and AI Receptionist responses — may in some cases be inaccurate, incomplete, or inappropriate. We do not warrant the accuracy, completeness, or reliability of any AI-generated output.

4.2 No Professional Advice

The Services support Customer’s clinical documentation and front-desk/administrative workflow. They do not constitute, and must not be relied on as, medical, dental, or other professional advice, diagnosis, or treatment recommendation, and they do not replace a Provider’s independent professional judgment. The Services do not diagnose or treat any Patient, and are not a certified medical device — see §16.2.

4.3 Provider Responsibility

Each Provider is solely responsible for reviewing and validating all AI-generated output before relying on it, and for all clinical decisions, diagnoses, treatment, and final documentation. A draft clinical note carries no clinical authority and is not part of the Patient record until a Provider has reviewed it, made any necessary corrections, and signed it.

4.4 AI Receptionist Content

Responses given by the AI Receptionist to callers are informational only. They must not be presented to, or relied on by, a caller as medical advice or a substitute for speaking with a Provider. Customer is responsible for the accuracy and appropriateness of all business information, scripts, and instructions it configures for the AI Receptionist, and for ensuring genuine medical emergencies are promptly directed to emergency services rather than handled by the AI Receptionist.

5. Patient Consent & Recording

5.1 Recording Consent

Where Customer uses the Ambient Scriber to record a clinical encounter, or the AI Receptionist call-recording feature (where enabled), Customer is solely responsible for obtaining any consent from Patients or callers required by applicable law before recording begins, and for informing them, where applicable law requires it, that an AI system is assisting with the interaction.

5.2 Data-Sharing Consent

Customer is solely responsible for obtaining any consent, or otherwise establishing a lawful basis, required under applicable Data Protection Laws before sharing a Patient’s or caller’s Personal Data (including health data) with us through the Services.

5.3 AI Disclosure in Voice Interactions

Where required by applicable law — including Article 50(1) of Regulation (EU) 2024/1689 (the EU AI Act) — the AI Receptionist discloses, at the outset of a voice interaction, that the caller is speaking with an AI system and on whose behalf it is operating. Customer must not disable, remove, or alter this disclosure.

5.4 Outbound Communications, Consent & Opt-Out

Where Customer enables outbound text or voice communications, Customer is solely responsible for ensuring it has a lawful basis to contact each Patient by the channel, and at the time, used — including compliance with applicable telemarketing, do-not-call, quiet-hours, and consent laws (such as the GDPR, the EU’s ePrivacy rules, and, where applicable, the U.S. Telephone Consumer Protection Act). The Services provide configurable tools to record a Patient’s request not to be contacted or called, and to respect configured contact-time windows; Customer remains responsible for the underlying lawfulness of each communication and for keeping Patient contact preferences current and accurate.

6. Customer Responsibilities

6.1 Compliance

Customer must comply with all applicable laws in its use of the Services, including Data Protection Laws, telemarketing and telecommunications laws, and any healthcare-sector regulation applicable to its practice and jurisdiction.

6.2 Accuracy

Customer is responsible for the accuracy of all business information, scripts, prompts, instructions, availability, pricing, and other content it configures for or submits to the Services.

6.3 Systems & Configuration

Customer is responsible for its own telephony, network, and IT systems’ compatibility with the Services, including correctly configuring call forwarding, and for keeping any connected systems (such as calendar, practice-management, or CRM integrations) accessible and in good working order.

6.4 Prohibited Use

Customer must not:

• use the Services for an unlawful purpose;
• submit harmful, misleading, or unlawful instructions, scripts, or data;
• use the AI Receptionist for unsolicited bulk communications, robocalling, or spam-like activity;
• attempt to reverse-engineer, decompile, or create derivative works of the Services, except to the extent applicable law permits despite this restriction;
• sublicense, resell, or transfer access to the Services to any other person;
• expose the Services or Customer Data to reasonably avoidable security risk; or
• take any action that would harm MedicDesk.ai’s reputation or breach applicable law.

6.5 Records

Customer will maintain accurate records of its use of the Services as required by applicable law and its own professional obligations.

7. Fees & Payment

7.1 Fees

Subscription fees are as published on our website or stated in the applicable Order Form, and are payable in advance for the applicable billing period unless the Order Form states otherwise. Usage-based fees, if any (for example, outbound calling minutes beyond an included allowance), are billed in arrears.

7.2 Price Changes

We may change our fees with at least 30 days’ notice. Any change takes effect at the start of the first billing period following that notice.

7.3 Late Payment

If a payment fails, we may retry it, issue written notice, and — if payment remains outstanding [14] days after that notice — suspend the Services. Overdue amounts may accrue interest at [rate — CONFIRM] per year, or the maximum permitted by applicable law if lower.

7.4 Taxes

Fees are exclusive of applicable taxes, which Customer is responsible for, unless we are required by law to collect them.

8. Data Protection & Retention

8.1 Roles

As between the parties, Customer is the controller and MedicDesk.ai is the processor of Personal Data processed through the Services, as further described in the DPA, which is incorporated into and forms part of this Agreement.

8.2 Retention

We retain Customer Data in line with our published retention practice. Currently: raw audio recordings are retained for up to 14 days and then automatically deleted; the resulting clinical note and transcript are retained for up to 7 years, consistent with standard medical-record retention practice, unless a shorter period is required by applicable law, or Customer or a Provider configures a different, consent-backed retention setting available in the platform. Call recordings, transcripts, and summaries from the AI Receptionist are retained as described in the Documentation or the DPA.

8.3 No Training on Customer Data

We do not use Customer Data to train AI models made available to other customers, except with Customer’s express, separate consent.

8.4 Security

We maintain administrative, technical, and organizational measures designed to protect Customer Data, including encryption in transit and role-based access controls, as further described in the DPA.

8.5 De-Identified Data

We may de-identify Customer Data and use it in de-identified form to operate, secure, maintain, and improve the Services, and for other purposes described in our Privacy Policy, provided it cannot reasonably be used to re-identify a Patient, Provider, or caller.

9. Intellectual Property

9.1 Our IP

We (and our licensors) own all right, title, and interest in the Services, including the software, models, algorithms, workflows, and Documentation (“MedicDesk IP”). Nothing in this Agreement transfers any MedicDesk IP to Customer.

9.2 License to Customer

Subject to this Agreement, we grant Customer a limited, non-exclusive, non-transferable license to access and use the Services during the term, solely to support Customer’s delivery of healthcare and related administrative services. Customer must not use the Services for any other purpose.

9.3 Custom Configuration

We own the underlying logic, flow structure, and implementation of any custom scripts, call flows, or note templates we build based on Customer’s instructions. Customer is granted a license to use these solely within the Services. Customer retains ownership of the underlying business information it provides to configure them.

9.4 Customer Data

Customer retains all right, title, and interest in Customer Data. Customer grants us a license to process Customer Data solely to provide, secure, maintain, and improve the Services, and as otherwise permitted by this Agreement and the DPA.

9.5 Feedback

If Customer provides feedback or suggestions about the Services, Customer grants us a non-exclusive, worldwide, perpetual, royalty-free license to use that feedback without restriction or payment.

10. Confidentiality

Each party must protect the other party’s confidential information with at least reasonable care, use it only to perform this Agreement, and not disclose it except to personnel or professional advisors who need to know it, or as required by law. This clause does not apply to information that is, or becomes, public through no breach of this Agreement, was independently developed without reference to the other party’s confidential information, or was lawfully received from a third party free of any confidentiality obligation. This clause survives termination of this Agreement.

11. Term, Suspension & Termination

11.1 Term

This Agreement begins when Customer first accesses the Services or executes an Order Form, whichever is earlier, and continues until terminated as set out below.

11.2 Termination for Convenience

Either party may terminate this Agreement for convenience on [30] days’ written notice (or the notice period stated in an applicable Order Form for high-tier or custom plans), effective at the end of the then-current billing period.

11.3 Termination for Cause

Either party may terminate this Agreement immediately for the other party’s material, uncured breach that remains unremedied 14 days after written notice of the breach. We may also immediately suspend or terminate Customer’s access if Customer violates telemarketing or consent laws, misuses the Services, creates a security risk, or if Customer’s systems or configuration cause service disruption, excessive load, or risk to our infrastructure.

11.4 Effect of Termination

On termination: the licenses granted under this Agreement end; Customer Data is retained and then deleted or anonymized in line with §8.2 and the DPA, unless Customer requests an export within [30] days of termination; and any fees accrued but unpaid before termination remain due and payable.

12. Warranties & Disclaimers

We warrant that we will provide the Services with reasonable skill and care.

Except as expressly stated in this Agreement, the Services are provided “as is”, and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted or error-free, that defects will be corrected, or that AI-generated output will be accurate, complete, or suitable for any particular purpose.

13. Indemnification

13.1 By Customer

Customer will indemnify, defend, and hold us harmless from and against third-party claims, and resulting liabilities, damages, and reasonable costs, arising from:

• Customer’s, or its Providers’ or staff’s, breach of this Agreement or applicable law;
• Customer’s clinical decisions, diagnoses, treatment, or its use (or non-use) of AI-generated output;
• unlawful outbound communications or telemarketing-law violations;
• inaccurate business information, scripts, or instructions Customer configures; or
• failure of Customer’s own systems,

except to the extent the claim is caused by our unlawful conduct or willful misconduct.

13.2 By MedicDesk.ai

We will indemnify, defend, and hold Customer harmless from and against third-party claims that the Services, as provided by us and used in accordance with this Agreement, infringe that third party’s intellectual property rights, except to the extent the claim arises from Customer’s own instructions, configuration, or Customer Data.

14. Limitation of Liability

14.1 Cap

Except for the carve-outs in §14.3, each party’s aggregate liability under this Agreement in any 12-month period will not exceed the fees paid or payable by Customer for the Services in the [12] months preceding the claim, or any higher cap expressly stated in an applicable Order Form.

14.2 Exclusions

Neither party is liable for indirect, incidental, consequential, special, or exemplary damages, including loss of revenue, profits, goodwill, or data, even if advised of the possibility of such damages.

14.3 Uncapped Liability

Nothing in this Agreement limits either party’s liability for: fraud or fraudulent misrepresentation; death or personal injury caused by negligence; a breach of the confidentiality obligations in §10 or of Data Protection Laws; or any other liability that cannot be limited under applicable law.

15. Regulatory Disclosures

15.1 EU AI Act Transparency

Where required by applicable law — including Article 50(1) of Regulation (EU) 2024/1689 — the AI Receptionist discloses to callers, at the outset of a voice interaction, that they are speaking with an AI system and on whose behalf it operates. We may mark AI-generated content (for example, clinical notes or call summaries) as AI-generated where required by applicable law.

15.2 No Medical Device Claim

We do not represent that the Ambient Scriber or AI Receptionist is a certified medical device.

15.3 AI Literacy

We provide Documentation describing what the Services do, their limitations, and how to recognize and escalate errors, to support Customer’s own AI-literacy obligations toward its staff under applicable law.

16. Changes to These Terms

We may update these Terms from time to time, with at least 30 days’ notice of any material change, given through the Services or by email to Customer’s registered contact. If a material change adversely affects your rights under this Agreement, you may terminate this Agreement before the change takes effect by notice to us. Continued use of the Services after a change takes effect constitutes acceptance of the updated Terms.

17. Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties, and neither party has authority to bind the other except as expressly set out in this Agreement.

18. General

18.1 Assignment

Customer may not assign this Agreement without our prior written consent, except to a successor in a merger, acquisition, or sale of substantially all its assets. We may assign this Agreement to an Affiliate or a successor in a similar transaction.

18.2 Force Majeure

Neither party is liable for any delay or failure to perform its obligations (other than payment obligations) caused by events beyond its reasonable control.

18.3 Severability

If any provision of this Agreement is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder of this Agreement will remain in full force and effect.

18.4 Entire Agreement

This Agreement is the entire agreement between the parties relating to the Services and supersedes all prior agreements or understandings, written or oral, on that subject.

18.5 Notices

Notices under this Agreement must be given in writing, by email to the address on file for the relevant party (or, for notices to us, to [legal/notices email — CONFIRM]).

18.6 Governing Law & Jurisdiction

This Agreement is governed by the law of Bulgaria, and the parties submit to the jurisdiction of the courts of] Bulgaria.

19. Contact

For any queries relating to this Agreement, please contact us at:

MedicDesk.ai Email: connect@medicdesk.ai