1. Who this agreement is between

This agreement is between ResiliSense (“we”, “us”), the supplier of the Patient Engagement & Scheduling AI platform, and MedPsych Behavioral Health (“the practice”, “you”), the organisation whose staff use it.

By using the platform, or by signing an order form or statement of work that refers to these terms, you accept them.

2. What we provide

We provide software that sits alongside your electronic health record, decides who to contact based on rules you configure, sends messages, reads replies and writes agreed actions back into the record.

Right now this environment is a prototype for evaluation. It runs on made-up patients only. It is not a live clinical or production system, and it carries no service-level commitment.

• · Features described in demonstrations, decks or roadmaps are plans, not promises.
• · We may improve, change or retire parts of the platform, and we will tell you before anything you rely on changes.
• · Anything requiring a third-party service — text and voice messaging, the record system's own interfaces, hosting — depends on that provider's own availability and terms.

3. What you are responsible for

You stay in control of clinical and patient-facing decisions. In practice that means:

• · Configuring the rules — who is contacted, when, how often, and the quiet hours you want respected.
• · Reviewing anything the platform escalates for a person to handle.
• · Making sure you have a lawful basis and, where required, patient consent to contact patients by text or voice.
• · Keeping accounts, passwords and access rights accurate, and removing people who leave.
• · Honouring opt-outs and the messaging rules that apply to you in your country.

4. Acceptable use

You agree not to use the platform to:

• · Send marketing, promotional or unsolicited messages to patients who have not agreed to them.
• · Contact anyone who has opted out.
• · Upload real patient information into this prototype environment.
• · Attempt to break, overload, reverse-engineer or test the security of the platform without our written agreement.
• · Replace clinical judgement with an automated decision the platform was never designed to make.

5. Fees and payment

Fees, phases and payment milestones are set out in the order form or statement of work. Figures shown inside this platform — build cost, monthly value, payback period — are planning estimates for discussion, not an invoice or a guarantee.

Unless the order form says otherwise, invoices are payable within 30 days, and amounts are exclusive of any applicable taxes.

6. Who owns what

We own the platform, its code, designs and documentation. You keep everything you put in: your rules, your configuration, your patient and appointment data, and the records held in your own systems.

You give us permission to process your data only to run the service for you, as described in the privacy policy.

7. Confidentiality

Each side will keep the other's non-public information confidential, use it only for this engagement, and protect it with at least the care it uses for its own confidential information.

8. No clinical or professional advice

The platform is an administrative and communication tool. It does not diagnose, treat, triage clinical urgency or give medical, legal, tax or compliance advice. Clinical responsibility stays entirely with your licensed clinicians.

9. Warranties and disclaimer

We will provide the service with reasonable skill and care. Beyond that, and to the extent the law allows, the platform is provided “as is”: we do not warrant that it will be uninterrupted, error-free, or that it will produce any particular clinical, financial or scheduling outcome.

10. Limits on liability

Neither side is liable for indirect or consequential loss, lost profit, lost revenue or lost goodwill.

Except for death or personal injury caused by negligence, fraud, or a breach of confidentiality or data-protection duties, each side's total liability is limited to the fees paid or payable under the order form in the twelve months before the claim.

11. Suspension and termination

Either side may end the agreement with 30 days' written notice, or immediately if the other side commits a material breach and does not fix it within 15 days of being told.

We may suspend access immediately where there is a security risk, a legal requirement, or unpaid fees more than 30 days overdue. On termination we will return or delete your data as set out in the privacy policy.

12. Changes to these terms

We may update these terms. Material changes will be notified at least 30 days in advance, and continued use after that date counts as acceptance.

13. Law and disputes

The governing law and the courts with jurisdiction are those named in the order form. Where the order form is silent, the parties will attempt good-faith resolution before starting proceedings.

14. Contact

Questions about these terms: hello@byov.ai.