Terms of Service

1. Acceptance of Terms

By accessing or using Clinic OS Pro or engaging Wiebe Consulting Inc. ("Company," "we," "us," or "our") for services, you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms") and our Privacy Policy.

If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

If you do not agree to these Terms, do not use the Service.

We may modify these Terms at any time. We will provide notice of material changes via email or in-app notification. Continued use after changes constitutes acceptance. If you disagree with changes, you must stop using the Service and terminate your account.

2. Services Description

2.1 Clinic OS Pro (SaaS Platform)

Clinic OS Pro provides:

• Integration with Electronic Medical Records (EMR) systems to import patient visit data
• Automated identification of patients at risk of dropping off their plan of care
• Task lists and workflows for patient outreach
• Email and SMS messaging capabilities for patient communication
• Revenue tracking, metrics, and reporting
• Team collaboration tools

2.2 60-Day Sprint (Implementation Service)

The 60-Day Sports PT Revenue & Retention Sprint is a done-for-you implementation service delivered through the Clinic OS Pro platform. Sprint-specific terms are in Section 11.

2.3 What We Are NOT

3. Eligibility

To use our services, you must:

• Be at least 18 years old
• Operate a legitimate healthcare practice or clinic
• Have legal authority to access and process patient data
• Comply with all applicable laws, including HIPAA, PIPEDA, and other healthcare privacy regulations
• Not be located in a jurisdiction where our services are prohibited

4. Account Registration

• You must provide accurate and complete registration information
• You are responsible for maintaining the security of your account credentials
• You must notify us immediately of any unauthorized access
• You are responsible for all activity under your account
• One clinic may have multiple users with different role-based permissions

5. Your Responsibilities

5.1 Anti-Spam Compliance

By using our messaging features, you represent and warrant that:

• United States (TCPA/CAN-SPAM): You have obtained prior express written consent for marketing messages and prior express consent for informational messages as required by the Telephone Consumer Protection Act
• Canada (CASL): You have express or implied consent as required by Canada's Anti-Spam Legislation
• All Jurisdictions: You will honor opt-out requests within the timeframes required by law

5.2 HIPAA (US Clinics)

If you are a HIPAA-covered entity, you must accept our Business Associate Agreement before using Clinic OS Pro to process protected health information (PHI). No BAA = No PHI access.

6. Prohibited Uses

You may NOT:

• Use the Service for any unlawful purpose
• Send spam, unsolicited messages, or messages without proper consent
• Impersonate others or misrepresent your affiliation
• Attempt to access accounts or data you're not authorized to access
• Reverse engineer, decompile, or attempt to extract source code
• Circumvent security measures or access controls
• Use the Service to store or transmit malicious code
• Interfere with or disrupt the Service's operation
• Resell or redistribute the Service without authorization
• Use automated bots or scrapers except as explicitly permitted
• Use the Service for harassment or to harm patients

7. Data Ownership & License

7.1 Your Data

You own your data. All patient information, clinic data, and content you upload remains your property. We claim no ownership of your data.

7.2 License to Us

You grant us a limited license to host, process, and transmit your data solely for the purpose of providing the Service. This license terminates when you delete your data or close your account.

7.3 Aggregated Data

We may use anonymized, aggregated data that cannot identify you or your patients for benchmarking, product improvement, and industry research. This does not include any patient identifiable information.

7.4 Our Intellectual Property

Clinic OS Pro, including its software, design, logos, methodologies, frameworks, and documentation, is owned by Wiebe Consulting Inc. and protected by intellectual property laws. You receive only a limited right to use the Service as described in these Terms.

7.5 Deliverables (Consulting Services)

For consulting engagements (including the 60-Day Sprint): Upon full payment, you receive ownership of custom deliverables created specifically for you, excluding any of our proprietary methodologies, templates, or frameworks incorporated therein. You receive a non-exclusive, perpetual license to use our proprietary materials as incorporated into your deliverables.

8. Third-Party Integrations

Clinic OS Pro integrates with third-party EMR systems and services. Your use of these integrations is subject to:

• The third party's terms of service
• Your agreement with the third party
• Your responsibility to configure integrations correctly

We are not responsible for the availability, accuracy, or security of third-party services. Third-party integrations are provided "as is."

9. Messaging Features

9.1 Fair Use

Messaging is subject to monthly limits based on your subscription plan. We reserve the right to suspend messaging for accounts that abuse or exceed reasonable limits.

9.2 Content Restrictions

Messages sent through Clinic OS Pro must:

• Be related to healthcare and patient care
• Comply with all applicable laws
• Not contain false, misleading, or deceptive content
• Include proper opt-out mechanisms
• Identify your clinic as the sender

9.3 Quiet Hours

SMS messages may only be sent during reasonable hours (default: 8 AM - 7 PM in your clinic's timezone). You are responsible for configuring appropriate quiet hours.

9.4 Carrier Compliance

Messages are subject to carrier filtering and regulations. We do not guarantee delivery of all messages.

10. Fees & Payment

10.1 Subscription Fees (Clinic OS Pro)

Fees are charged monthly or annually based on your subscription plan. All fees are non-refundable except as required by law.

10.2 Consulting Fees (60-Day Sprint)

Sprint fees and payment terms are specified in your Sprint Addendum. Payment terms default to: invoices due within 15 days of receipt.

10.3 Late Payments

Overdue amounts may accrue interest at 1.5% per month (18% annually) or the maximum legal rate, whichever is lower. We may suspend services for accounts overdue by more than 10 days.

10.4 Automatic Renewal

Subscriptions automatically renew unless cancelled before the renewal date.

10.5 Price Changes

We may change prices with 30 days' notice. Continued use after the price change constitutes acceptance.

10.6 Taxes

You are responsible for applicable taxes. Fees are exclusive of taxes unless stated otherwise.

11. 60-Day Sprint Terms

This section applies to clients enrolled in the 60-Day Sports PT Revenue & Retention Sprint.

11.1 Scope

The Sprint includes:

• Full implementation of Clinic OS Pro for your practice
• EMR connection and patient data synchronization
• Custom outreach campaign configuration
• Staff training on platform usage
• Weekly optimization calls during the 60-day period
• Ongoing access to Clinic OS Pro after Sprint completion

11.2 Timeline

• Days 1-3: Kickoff, EMR connection, baseline metrics
• Days 4-14: System configuration and campaign setup
• Days 15-60: Live campaigns with weekly optimization

11.3 Your Sprint Obligations

For the Sprint to be successful, you must:

• Complete your compliance setup (BAA/DPA) within 3 days of enrollment
• Provide EMR access credentials within 3 days of enrollment
• Attend scheduled kickoff and optimization calls
• Respond to requests for information within 48 hours
• Designate a primary point of contact at your clinic

11.4 Sprint Addendum

Sprint-specific terms including investment amount, payment schedule, and any guarantees are documented in your Sprint Addendum, which incorporates these Terms by reference.

11.5 Call Recording

Sprint calls may be recorded and transcribed. By participating, you consent to recording and biometric data processing as described in our Privacy Policy.

12. Term & Termination

12.1 Term

These Terms remain in effect while you use the Service.

12.2 Termination by You

You may terminate your account at any time through the Service or by contacting us.

12.3 Termination by Us

We may suspend or terminate your account if:

• You violate these Terms
• You fail to pay fees when due
• Your account is used for fraudulent or illegal activity
• Required by law

12.4 Effect of Termination

• Your right to use the Service ends immediately
• You may request export of your data within 30 days
• We will delete your data within 90 days (except as required by law)
• For Sprint clients: termination does not entitle you to refund of fees for services already rendered
• Provisions that should survive termination will survive

13. Disclaimers

14. AI Limitations

14.1 AI Acknowledgments

You acknowledge and understand that:

• AI Is Not Infallible: AI may produce inaccurate, biased, or fabricated outputs ("hallucinations")
• No Guaranteed Outcomes: AI capabilities evolve constantly; results may vary
• Human Oversight Required: All AI outputs must be reviewed before implementation
• Technology Changes: AI platforms may change without notice

14.2 Your Responsibility for AI Outputs

You are solely responsible for:

• Reviewing all AI-generated outputs before use
• Verifying accuracy of AI recommendations
• Testing AI solutions before production use
• All decisions made based on AI outputs
• All consequences of implementing AI recommendations

15. Limitation of Liability

15.1 Time Limitation

Any claim must be filed within ONE (1) YEAR after the claim arose, regardless of any statute of limitations to the contrary.

16. Dispute Resolution

16.1 Informal Resolution

Before filing a formal dispute, you agree to contact us at ben@wiebe-consulting.com and attempt to resolve the dispute informally for at least 30 days.

16.2 Arbitration Agreement

Arbitration shall be conducted by JAMS under its Streamlined Arbitration Rules. The arbitration shall take place in Canada or another mutually agreed location.

16.3 Class Action Waiver

16.4 Governing Law

These Terms are governed by the laws of Canada, without regard to conflict of law principles.

16.5 Exceptions

Either party may seek injunctive relief in court for intellectual property violations or unauthorized access to the Service.

17. Indemnification

You agree to indemnify, defend, and hold harmless Wiebe Consulting Inc. and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Your use of the Service
• Your violation of these Terms
• Your violation of any laws or third-party rights
• Messages sent through the Service
• Patient complaints arising from your use of the Service
• Your failure to obtain proper consent
• Your implementation of our recommendations
• Claims by your employees, patients, or customers

18. General Provisions

18.1 Entire Agreement

These Terms, together with the Privacy Policy, BAA (if applicable), DPA (if applicable), and any Sprint Addendum, constitute the entire agreement between you and us.

18.2 Severability

If any provision is found unenforceable, the remaining provisions remain in effect.

18.3 Waiver

Our failure to enforce any right does not waive that right.

18.4 Assignment

You may not assign these Terms without our consent. We may assign freely in connection with a merger or acquisition.

18.5 Force Majeure

We are not liable for delays or failures due to circumstances beyond our reasonable control.

18.6 Notices

We may provide notices via email to your registered address or through the Service. Notices to us should be sent to ben@wiebe-consulting.com.

18.7 No Personal Liability

No owner, shareholder, director, officer, employee, or agent of Wiebe Consulting Inc. shall be personally liable for any obligations under these Terms.

Contact Information