1. Introduction
   This Terms of Service agreement, together with any executed Order Forms, our Privacy Policy, Data Processing Addendum (DPA), and Trust Center documentation (collectively, this "Agreement"), constitutes a legally binding contract between Summit AI Limited ("Summit AI", "Summit", "we", "us", or "our"), a New Zealand-registered company (NZBN: company no. 9429053256614), and the person or legal entity subscribing to or accessing our Services ("Customer", "Clinic", "you", or "your").
   
   

   If you enter into this Agreement on behalf of a legal entity (such as a medical clinic or allied healthcare practice), you represent and warrant that you are a duly authorized representative with full legal authority to bind that entity. By accessing, registering for, or using our Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

   
   

2. Service Description
   Summit provides AI-powered phone answering, appointment scheduling, caller message routing, outbound patient follow-ups, and administrative workflow automation services designed specifically for healthcare clinics (the "Service").
   
   2.1 Medical Emergency & Triage Disclaimer
   THE SERVICE IS STRICTLY AN ADMINISTRATIVE AND FRONT-DESK COMMUNICATION TOOL. THE SERVICE DOES NOT PROVIDE MEDICAL ADVICE, CLINICAL DIAGNOSES, MEDICAL TRIAGE, OR EMERGENCY RESPONSE SERVICES.
   
   Customer agrees to configure and maintain call-routing disclosures directing callers with medical emergencies to immediately contact local emergency services (e.g., 000 in Australia, 111 in New Zealand, or 999 in the United Kingdom). Summit shall have no liability whatsoever for any personal injury, death, adverse health outcomes, or delayed care resulting from emergency interactions routed through the Service.

   
   

   2.2 Artificial Intelligence Output Limitations and Verification
   Customer acknowledges that the Service utilizes non-deterministic Artificial Intelligence (AI) and Machine Learning models. While Summit implements enterprise safeguards to maintain high accuracy, AI systems may occasionally produce transcription variances, hallucinations, or processing delays. Customer retains sole operational responsibility for verifying critical patient schedules, practitioner availability, and administrative records synchronized into its Practice Management System (PMS).
   
   

3. Account Registration & Telephony
   
   

   3.1 Provisioned Phone Numbers
   As part of the Service, Summit may provision inbound and outbound phone numbers to Customer via carrier partners (e.g., Telnyx, Twilio). Customer acknowledges that these phone numbers remain the property of Summit or its carrier partners and may be reclaimed or reassigned upon termination of this Agreement.

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   3.2 Outbound Calling Consent (Optional Feature)

   If the Clinic utilizes Summit AI to initiate outbound calls (e.g., practitioner unavailability notifications, waitlist offers, or follow-up scheduling), the Clinic warrants it has obtained explicit, legally valid patient consent to receive such communications. The Clinic is solely responsible for determining appropriate calling times under local telecommunications regulations, maintaining records of patient opt-out requests, and ensuring opted-out patients are excluded from future outbound campaigns.

   
   

4. Privacy, Data Processing & Compliance

   
   4.1 Legal Role Alignment

   Summit operates strictly as a Data Processor (or Secondary Agency under Sections 11 and 12 of the NZ Privacy Act 2020) on behalf of the Customer. The Customer explicitly acknowledges that it acts as the Data Controller (or Principal Agency) under applicable privacy laws, including the Australian Privacy Principles (APPs), New Zealand Privacy Act 2020, and UK/EU GDPR.

   
   4.2 Patient Consent & Pre-Call Disclosures

   Customer warrants that it has provided all required privacy notices and obtained all necessary consents from End Users (patients and callers) to permit Summit to record, transcribe, process, and analyze call audio and text streams. Customer is solely responsible for establishing the legal basis of all patient data processed through the Service and maintaining automated pre-call recording announcements where required by law.
   
   4.3 Zero-Training Guarantee

   Summit AI strictly guarantees that live voice streams, call recordings, speech-to-text transcripts, and patient health information are never used to train, fine-tune, or retrain Summit AI’s internal models or any underlying third-party AI models.
   
   4.4 Sub-Processors & Data Residency

   Customer grants Summit general authorization to engage vetted third-party sub-processors (including Retell AI and Twilio) to perform the Service. Summit configures sub-processor integrations using enterprise API endpoints that enforce strict data hygiene. Where data is processed, analyzed, or retained by authorized reporting sub-processors, such international data transfers are strictly governed by our Data Processing Addendum (DPA) and executed under compliant cross-border transfer mechanisms (such as Standard Contractual Clauses or comparable safeguards under APP 8).

   
   

5. Payment and Subscription

   Following any initial free trial period, continued access to the Service requires a paid subscription. All fees are non-refundable except as explicitly required by law. Monthly usage allowances (e.g., booking volume limits) include canceled bookings. Summit reserves the right to suspend or terminate access to the Service in the event of non-payment.

   
   

6. Third-Party Services & Integrations

   The Service integrates with third-party applications, including your chosen Practice Management System (PMS), that are not owned, operated, or controlled by Summit AI. Summit AI does not warrant or endorse these third-party services and assumes no responsibility for their availability, security practices, or API performance. You acknowledge and agree that Summit AI shall not be responsible or liable, directly or indirectly, for any damage, data loss, or service interruption caused or alleged to be caused by your use of, or reliance on, any third-party platforms or systems.
   
   

7. Acceptable Use

   Customer agrees to use the Service lawfully and responsibly. Customer shall not use, nor permit any third party to use, the Service to:

   • Transmit any material that is defamatory, obscene, offensive, or unlawful.

   • Compromise, disrupt, or attempt to gain unauthorized access to the Service, servers, networks, or infrastructure.

   • Reverse engineer, decompile, extract source code from, or disassemble any underlying technology of the Service.

   • Process calls or interactions for individuals who have explicitly requested not to be contacted or recorded.
     
     

8. Intellectual Property
   Summit retains all intellectual property rights in the Service, underlying AI prompts, workflows, and associated technology. Customers retain ownership of their input data and patient Content. By using the Service, Customer grants Summit a limited license to access, use, process, and display the Content solely as reasonably necessary to provide, secure, and maintain the Service.

   
   

9. Confidentiality
   Each party agrees to keep confidential any non-public information disclosed in the course of using the Service, including but not limited to proprietary business information, technical data, software architecture, pricing, and patient information. This obligation survives the termination of these Terms.

   
   

10. Limitation of Liability
    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". SUMMIT'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
    
    Under no circumstances shall Summit be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of business profits, data, or goodwill, even if advised of the possibility of such damages.

    
    

11. Indemnification
    To the extent not prohibited by applicable law, Customer agrees to indemnify, defend, and hold Summit harmless from any third-party allegation, claim, liability, damage, or cost arising out of:
    (i) Customer's or End User's use of the Service;
    (ii) Customer's breach of this Agreement or violation of applicable privacy or telecommunications laws; or
    (iii) Customer's failure to obtain valid patient consent for outbound calling or recording

    
    

12. Modifications to the Service and Terms
    Summit AI reserves the right to modify, suspend, or discontinue, temporarily or permanently, the Service or any features thereof without prior notice. Summit reserves the right to modify these Terms at any time. If a revision is material, we will provide at least thirty (30) days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

    
    

13. Force Majeure
    Summit AI shall not be liable for any failure to perform its obligations under this Agreement where such failure results from any cause beyond Summit's reasonable control, including but not limited to electronic or communications failure, cloud infrastructure outages (e.g., Twilio, OpenAI), acts of God, civil or military authority, acts of terrorism, epidemics, floods, fires, labor disputes, or third-party nonperformance.

    
    

14. Term, Termination & Data Export

    Customer may stop using the Service and cancel their subscription at any time. Upon termination:

    • Customer may request a data export within thirty (30) days of termination.

    • After the 30-day period, Summit will permanently erase patient data in conjunction with our data retention policies as described in our Privacy Policy and DPA.

    
    

15. Governing Law
    The laws of New Zealand, regardless of conflict of laws principles, govern all matters arising out of or relating to this Agreement. The parties consent to the exclusive jurisdiction and venue of the courts of New Zealand.

    
    

16. Contact Us
    If you have any questions about these Terms, please contact Summit at:

    • Email: contact@usesummitai.com

    • Website: www.usesummitai.com

By using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.