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TERMS & CONDITIONS
Effective Date: April 1st, 2025
Version: 1.0
These Terms & Conditions (“Terms”) govern your access to and use of DocChristine Coaching Inc. and all its subsidiaries (AI Wellness Universe, Easy AI, Medican Online Inc. and all other current and future subsidiaries and brands operated by us (“company”, “we”, “us”, “our”) websites, products, and services, including Assessment & Advisory Services, Audit Services, the AI Employee (virtual receptionist), GoHighLevel (“GHL”) CRM configuration, AI web chatbot, review automation, landing pages, marketing campaigns, analytics, consulting, and related deliverables (collectively, “Services”).
By purchasing, accessing, or using the Services, you (“Client”, “you”, “your”) agree to these Terms and any referenced documents (Privacy Policy, Business Associate Agreement (“BAA”), PIPEDA/PHIPA Addendum, Statements of Work (“SOWs”)).
1) DEFINITIONS
1.1 “Client Data” means information you provide to the company, including business information and content.
1.2 “Personal Information” (“PI”) and “Personal Health Information” (“PHI”) have the meanings set by applicable laws (HIPAA/PIPEDA/PHIPA/GDBR).
1.3 “Deliverables” means materials we create and provide under the Services (e.g., funnels, templates, reports, audit outputs).
1.4 “SOW” means a statement of work or order form describing Services, scope, fees, timelines, and assumptions.
1.5 “AI Employee” means the HIPAA-configurable, AI-driven receptionist/assistant workflows implemented by Company.
1.6 “GHL HIPAA Mode” means the GoHighLevel platform configured under HIPAA add-on with BAA.
2) ORDERING, SCOPE & IMPLEMENTATION
2.1 Scope. Services are described in SOWs and may include: AI Employee implementation, CRM setup, intake forms/surveys, pipelines, automations (missed-call text-back, reminders, reviews, cancellation fill), landing pages, ROI calculators, audits, content, and analytics.
2.2 Assumptions. Client provides timely access to required systems, branding, copy approvals, scheduling links, and technical contacts. Client ensures lawful use and consents for electronic messaging (CASL/CAN-SPAM).
2.3 Implementation Guarantee (AI Employee). We aim to implement the AI Employee within 10 business days after complete intake. If we do not, the first month of the AI Employee subscription fee is waived. This guarantee excludes delays caused by Client dependencies.
2.4 Change Requests. Out-of-scope work is subject to written change orders and incremental fees.
3) FEES, BILLING & TAXES
3.1 Fees. Setup fees as stated in the contract agreement (e.g., AI Employee setup [Example:] $1,000) and subscriptions (e.g., $297/month) are billed as stated in the SOW. Audit services are separate unless bundled.
3.2 Invoices & Payment. Invoices are due on purchase or NET 15 days unless otherwise stated. Late payments or NSF/backcharges (and similar) may incur 1.5% per month plus applicable bank fees or the maximum permitted by law.
3.3 Taxes. Fees exclude taxes. Client is responsible for applicable sales/GST/HST/QST/VAT withholding taxes.
3.4 Non-Payment. We may suspend Services for unpaid amounts after notice. Suspension does not waive accrued fees.
4) TERM, RENEWAL & TERMINATION
4.1 Term. Subscriptions renew month-to-month unless otherwise stated.
4.2 Termination for Convenience. Either party may terminate a month-to-month subscription with 30 days’ written notice; setup fees, service retainers and deposits are non-refundable once work begins or after 90 days, whatever comes first.
4.3 Termination for Cause. Either party may terminate for material breach not cured within 30 days of written notice.
4.4 Effect of Termination. Client remains liable for accrued fees. Upon termination, company will return or destroy Client PI/PHI per the BAA and Addendum, except where retention is required by law or destruction is infeasible.
5) CLIENT OBLIGATIONS
5.1 Lawful Use. Client will use the Services in compliance with applicable laws (HIPAA, PIPEDA/PHIPA, CASL/CAN-SPAM, privacy, consumer protection, advertising, telemarketing).
5.2 Consents & Messaging. Client is responsible for lawful consent capture and preference management for email/SMS. Client will not instruct company to send PHI in SMS/email.
5.3 Content & Approvals. Client is responsible for the accuracy and lawfulness of all provided content, offers, and claims, and for timely approvals.
6) PRIVACY, SECURITY & COMPLIANCE
6.1 Privacy Policy & Addenda. Our Privacy Policy, BAA (HIPAA), and PIPEDA/PHIPA / GDBR Addendum are incorporated by reference and govern PI/PHI processing.
6.2 HIPAA/PIPEDA/PHIPA. Services may be provided as a Business Associate (HIPAA) or Agent (PHIPA). We implement appropriate safeguards, BAAs/DPAs with subprocessors, and minimize PHI storage.
6.3 Data Residency. Cross-border processing may occur; we use contractual and technical safeguards and, where feasible, support residency preferences.
6.4 CASL/CAN-SPAM. We include sender identity, unsubscribe mechanisms, and maintain consent logs; Client configures lawful opt-ins.
7) SUBPROCESSORS & THIRD-PARTY SERVICES
7.1 Approved Vendors. We may use third-party providers (e.g., GoHighLevel HIPAA add-on, telephony/SMS, hosting, analytics) with appropriate BAAs/DPAs.
7.2 Changes. We may update subprocessors; material changes will be disclosed upon request.
8) INTELLECTUAL PROPERTY
8.1 Ownership—Client. Client retains ownership of Client Data, trademarks, and proprietary content.
8.2 Ownership—Company retains ownership of its templates, libraries, know-how, and preexisting IP. Upon full payment, company grants Client a non-exclusive, non-transferable license to use deliverables for internal business purposes during the subscription term.
8.3 Feedback. Client grants company a royalty-free license to use feedback to improve services.
9) CONFIDENTIALITY
9.1 Each party agrees to keep Confidential Information secret and use it solely for performing under these Terms. Confidential Information excludes publicly known information and information received lawfully from a third party without restriction.
10) REPRESENTATIONS & DISCLAIMERS
10.1 Mutual Authority. Each party represents it has authority to enter these Terms.
10.2 Service Disclaimer. Except as expressly stated in an SOW, Services are provided “**AS IS**” without warranties, including implied warranties of merchantability, fitness, or non-infringement.
10.3 No Medical Advice. Company does not provide medical advice or clinical decision-making; Client is solely responsible for clinical content, claims, and care quality.
11) LIMITATION OF LIABILITY
11.1 Cap. To the maximum extent permitted by law, each party’s aggregate liability arising from or related to the Services is limited to the fees paid by Client to Company in the 6 months preceding the claim.
11.2 Exclusions. Neither party is liable for indirect, incidental, special, consequential, exemplary damages, lost profits, or loss of goodwill, except for (a) willful misconduct, (b) breach involving PI/PHI, or (c) indemnification obligations.
11.3 Essential Basis. The parties acknowledge this section is an essential basis of the bargain.
12) INDEMNIFICATION
12.1 By Client. Client will indemnify, defend, and hold harmless company from claims arising out of Client’s unlawful content, messaging, or misuse of the Services.
12.2 By Company. Company will indemnify, defend, and hold harmless Client from claims alleging that Deliverables infringe third-party IP, provided Client promptly notifies company and allows control of the defense; Company may modify or replace the Deliverables to avoid infringement.
13) SERVICE LEVELS & SUPPORT
13.1 Support. Company provides reasonable remote support during business hours [Mon-Fri 9 am-4 pm EST]
13.2 Uptime. Third-party platform availability (e.g., GHL) is subject to vendor SLAs; company is not responsible for vendor outages but will assist in remediation.
13.3 Response Targets. Non-urgent tickets: within 3 business days; urgent platform incidents: best efforts, as soon as practicable.
14) ACCEPTABLE USE
Client will not: (a) use Services for unlawful, harmful, or deceptive activities; (b) send spam or unconsented messages; (c) include PHI in unencrypted or non-compliant channels; (d) reverse-engineer or interfere with the Services; (e) infringe third-party rights; (f) bypass rate limits or security controls.
15) REFUNDS & CANCELLATIONS
15.1 Setup Fees. Setup fees are non-refundable once implementation has commenced.
15.2 Subscription Cancellations. Cancel with 30 days’ notice; the final period is billed and remains due.
15.3 Guarantee Credit. If the AI Employee is not implemented within the guaranteed timeframe due to company delays, the first month subscription fee is waived as described in Section 2.3.
16) MARKETING & CASE STUDIES
With Client’s written consent, Company may reference Client’s brand as a customer and use de-identified metrics in case studies. Client may revoke consent at any time in writing.
17) CHANGES TO TERMS
We may update these Terms periodically. Material changes will be communicated to Clients. Continued use of Services after the effective date of updated Terms constitutes acceptance.
18) GOVERNING LAW & DISPUTE RESOLUTION
18.1 Governing Law. For U.S. Clients: the law of Nova Scotia, Canada, excluding conflict rules. For Canadian Clients: the law of Nova Scotia and federal laws of Canada, as applicable. For residents of other countries, Canadian laws of Nova Scotia are applicable.
18.2 Dispute Resolution. Parties will attempt to resolve disputes through good-faith negotiation. If unresolved, disputes may be submitted to mediation/arbitration in Halifax, NS, Canada, unless injunctive relief is sought for confidentiality or IP protection.
19) FORCE MAJEURE
Neither party is liable for delays or failures due to causes beyond reasonable control (e.g., acts of God, labor disputes, power failures, vendor outages, government actions).
20) ASSIGNMENT
Neither party may assign these Terms without prior written consent, except to affiliates or in connection with a merger or sale, provided the assignee assumes all obligations.
21) ENTIRE AGREEMENT; ORDER OF PRECEDENCE
These Terms, together with the Privacy Policy, BAA, PIPEDA/PHIPA Addendum, and SOWs constitute the entire agreement relating to the Services. In case of conflict, the stricter privacy/security requirements prevail, then the SOW, then these Terms.
CONTACT
DocChristine Coaching Inc.
Email: [[email protected]]
Physical Address:
DocChristine Coaching Inc.
29 Eleventh Street
Lucasville, NS
B4B 0S3
Canada