Terms of use and service

1. Purpose and scope

These terms govern the MedBot subscription and the use of MedBot Pro.

These general terms (the “Terms”) govern access to and use of the MedBot service (the “Service”) provided by Nexum Technologies, a simplified joint-stock company with a share capital of 1,100 euros, RCS Marseille 921 532 453, 28 boulevard National, 13001 Marseille, France (“Nexum Technologies”), to its business customers.

The Service is reserved for healthcare professionals and practice entities (practices, centres, multidisciplinary health centres, imaging centres) acting in the course of their professional activity (the “Practice”). It is not intended for consumers.

The Terms apply together with the quote or order form accepted by the Practice and, where applicable, with the specific contract signed between the parties. In the event of a conflict, the specific contract prevails, then the quote or order form, then these Terms.

2. Definitions

The words used throughout this document.

• Service: the MedBot phone receptionist and all the related features described in Article 4.
• MedBot Pro: the web dashboard through which the Practice configures and runs the Service.
• User: any person authorised by the Practice to access MedBot Pro (practitioner, receptionist, assistant).
• Patient: any person who contacts the Practice, or is contacted by it, through the Service.
• Patient Data: Patients’ personal data processed by the Service on behalf of the Practice.

3. Access to the Service and accounts

Each User has their own account; the Practice manages access rights.

The Practice creates, or has created, its Users’ accounts in MedBot Pro and assigns their rights. Each account is personal. The Practice keeps credentials confidential, promptly removes access for any User who leaves the Practice and informs Nexum Technologies of any unauthorised use it becomes aware of.

Onboarding includes setting up lines and call forwarding, appointment reasons and rules, and the connectors chosen by the Practice. Nexum Technologies supports the Practice through this stage.

4. Description of the Service

What MedBot does for the Practice, day and night.

Depending on the plan subscribed, the Service includes in particular:

• the phone receptionist, which answers the Practice’s calls around the clock, understands the Patient’s request and routes it according to the Practice’s rules, including across several lines and forwarding numbers;
• appointment management in the Practice’s calendar: Doctolib, a custom calendar or another connected calendar; the booking window holds the slot during the call to avoid double bookings; new patients are registered automatically;
• messages to Patients, on WhatsApp first and by text message as a fallback: confirmations, reminders, practical information before the appointment (access code, accessibility, documents to bring), recall campaigns, review requests, connected chat;
• voicemail, with message transcription and sorting by priority;
• MedBot Pro, to call Patients back, listen to messages, approve prepared messages, send notifications, follow the activity of each member of the Practice, view statistics and change the settings, including through a conversational configurator;
• the integrations enabled by the Practice: telephony, calendars, messaging services, Slack, laboratories, the Practice’s internal systems;
• the NexumPharma patient journey, when the Practice enables it: the Patient sends their prescription to the pharmacy of their choice, delivery and courier, and useful information reported back to the practitioner.

The Service evolves: Nexum Technologies may improve it or change its features, without substantially reducing the essential features subscribed by the Practice.

5. What MedBot does not do

MedBot is neither a doctor nor an emergency service.

The Service is a reception and organisation tool. It gives no medical advice, makes no diagnosis, performs no medical triage and does not handle emergencies. Any health question is passed on to the Practice team. The Practice configures the Service so that Patients in an emergency are told to call 15 (SAMU, the French emergency medical service) or 112.

Medical decisions, management of the medical record and the care relationship remain entirely the responsibility of the practitioners.

6. The Practice’s obligations

The Practice provides accurate settings and uses the Service lawfully.

The Practice undertakes to:

• provide accurate, up-to-date information for the settings (opening hours, appointment reasons, practitioners, instructions, practical information) and check the replies and messages it approves;
• use the Service in accordance with applicable laws and regulations, including its profession’s code of ethics, the GDPR and the rules on direct marketing and electronic communications;
• inform its Patients that the Service is used, in particular when calls are recorded or transcribed, and respect their rights;
• hold the necessary rights to the third-party tools it connects (calendar, messaging, telephony) and comply with their terms of use;
• not attempt to bypass the Service’s security measures or use it for unlawful purposes.

7. Nexum Technologies’ obligations

Provide the Service with care, keep it available and support the Practice.

Nexum Technologies undertakes to provide the Service diligently, in line with good industry practice, as an obligation of means (best efforts). It takes reasonable steps to ensure the availability and continuity of the Service, subject to maintenance operations and to interruptions of telecommunications networks and third-party services (operators, messaging services, calendars) outside its control.

The Practice receives support for the use and configuration of the Service; its terms (channels, hours, response times) are set out in the quote or the specific contract.

8. Data protection

Nexum Technologies processes Patient Data on behalf of the Practice, on certified HDS hosting.

For Patient Data, the Practice is the controller and Nexum Technologies acts as a processor within the meaning of Article 28 GDPR. The parties enter into a data processing agreement that specifies in particular the subject matter, duration, nature and purpose of the processing, the categories of data, retention periods, sub-processors and security measures.

Health data is hosted by a certified HDS health-data host, in accordance with Article L. 1111-8 of the French Public Health Code. Details of the processing are set out in the Privacy policy.

At the end of the contract, Nexum Technologies returns the Patient Data to the Practice or deletes it, as the Practice chooses, subject to legal retention obligations.

9. Price and payment

A monthly subscription, paid by card or SEPA direct debit.

The Service is provided as a monthly subscription. Its price, the plan subscribed and any onboarding fees are set out in the quote or order form accepted by the Practice.

Payment is made by bank card or SEPA direct debit, through a payment provider. Invoices are made available to the Practice in MedBot Pro.

In the event of late payment, late-payment penalties at the rate provided for in Article L. 441-10 of the French Commercial Code and the fixed recovery fee of 40 euros are due automatically. If a reminder remains unanswered, Nexum Technologies may suspend the Service under the conditions of Article 11.

Nexum Technologies may change its prices; any change is notified to the Practice at least thirty days before it takes effect, and the Practice may then cancel its subscription before that date.

10. Term and termination

A subscription with no commitment beyond the current period, unless stated otherwise.

The subscription takes effect on the date stated in the quote or order form. Unless a minimum commitment period is provided for in the quote or the specific contract [to be confirmed], it renews every month and may be terminated by either party in writing (including by e-mail), effective at the end of the current monthly period.

Either party may terminate the contract automatically in the event of a serious breach by the other party that is not remedied within thirty days of a formal notice.

At the end of the contract, access to MedBot Pro is closed, call forwarding to MedBot is deactivated with the Practice and the data is handled in accordance with Article 8.

11. Suspension

In the event of a security risk or persistent non-payment.

Nexum Technologies may suspend all or part of the Service, after informing the Practice except in an emergency: in the event of a threat to the Service’s security, clearly unlawful use, or non-payment persisting after a reminder. The Service is restored as soon as the cause of the suspension has ended.

12. Liability

Each party answers for what is within its control.

Nexum Technologies is liable for direct damage caused by a proven breach of its obligations. It cannot be held liable for indirect damage, or for the consequences of inaccurate settings, of a medical decision, or of a failure of a third-party service (operator, messaging service, calendar) outside its control.

Except in the event of gross negligence or wilful misconduct, and except for personal injury, Nexum Technologies’ total liability under the contract is limited to the amounts paid by the Practice during the twelve months preceding the event giving rise to the claim.

13. Intellectual property

The software stays with Nexum Technologies; the data stays with the Practice.

The Service, MedBot Pro, their software, interfaces, content and trademarks are and remain the property of Nexum Technologies. The Practice holds a personal, non-exclusive and non-transferable right of use for the duration of its subscription.

The Practice remains the owner of its data and of its Patients’ data, which it can retrieve in accordance with Article 8.

14. Confidentiality

What is shared between the parties stays between them.

Each party keeps confidential the non-public information received from the other party under the contract, for its duration and for three years after it ends, unless disclosure is required by law.

15. Force majeure

Neither party is liable for a force majeure event.

Neither party is liable for a failure caused by a force majeure event within the meaning of Article 1218 of the French Civil Code. If the event lasts more than thirty days, either party may terminate the contract without compensation.

16. Changes to the Terms

The Practice is notified in advance.

Nexum Technologies may amend these Terms. Amendments are notified to the Practice at least thirty days before they take effect; a Practice that does not accept them may cancel its subscription before that date.

17. Governing law and disputes

French law applies; an amicable solution is sought first.

These Terms are governed by French law. The parties first seek an amicable solution. Failing that, the dispute is brought before the competent court [to be confirmed].