"Ad Spend" means money paid directly to advertising platforms such as Meta and is separate from our service fees.
2. Our Services
Clinic Flow AI provides marketing, automation and AI-powered customer communication services to UK medical aesthetic clinics and other businesses.
Services may include:
Meta advertising;
lead generation;
lead qualification;
AI-powered reception;
automated SMS, email or other communications;
appointment booking;
lead follow-up;
CRM setup and management;
marketing automation;
reporting;
campaign optimisation; and
related consulting or implementation services.
The exact Services supplied to a Client will depend on the package, proposal, order, invoice or other written agreement between the parties.
We may change or improve our Services from time to time, provided that we do not materially reduce the core Services already paid for during an active service period without reasonable notice.
3. No guarantee of results
We will use reasonable skill and care in providing the Services.
However, we do not guarantee any particular number of leads, appointments, consultations, sales, revenue, profit, return on advertising spend or other commercial result.
Marketing performance can be affected by factors outside our control, including:
advertising-platform performance;
competition;
market conditions;
advertising costs;
the Client's pricing;
the Client's reputation;
treatment availability;
clinic location;
staff availability;
lead quality;
response times;
appointment availability;
website or CRM issues;
regulatory restrictions;
changes to Meta or other third-party platforms; and
the Client's handling of leads.
Any examples, projections, forecasts, case studies or performance estimates we provide are illustrative and are not guarantees of future performance.
4. Advertising spend
Unless expressly agreed otherwise:
Advertising spend is not included in Clinic Flow AI's service fees.
The Client is responsible for paying advertising platforms directly or funding the applicable advertising account.
The Client remains responsible for:
providing an appropriate advertising budget;
ensuring payment methods remain active;
maintaining sufficient funds;
complying with advertising-platform requirements; and
approving advertising campaigns where approval is requested.
If advertising cannot run because the Client's payment method fails, advertising account is restricted, or insufficient funds are available, Clinic Flow AI is not responsible for resulting loss of leads or appointments.
5. Client responsibilities
The Client agrees to provide Clinic Flow AI with the information, access, approvals and cooperation reasonably required to provide the Services.
This may include:
accurate business information;
treatment/service information;
pricing;
appointment availability;
clinic contact details;
advertising assets;
photographs and other content;
access to relevant advertising accounts;
CRM or software access;
calendar access;
telephone numbers;
email accounts;
brand guidelines; and
other information reasonably required to deliver the Services.
The Client is responsible for ensuring that information supplied to us is accurate, current and lawful to use.
6. Client approval and responsibility for advertising
Where the Client is given an opportunity to review or approve advertising material, the Client is responsible for reviewing that material and informing us of any required corrections.
The Client remains responsible for ensuring that the treatments and services it offers are lawful, properly regulated and appropriately delivered.
For medical aesthetic clients, the Client is responsible for ensuring that its treatments, claims, qualifications, licences, clinical practices and advertising comply with applicable laws and regulatory requirements.
Clinic Flow AI does not provide medical, legal or regulatory advice.
7. Medical information and AI limitations
The AI Services are designed primarily for administrative and customer-service purposes.
They are not a substitute for a doctor, nurse, prescriber, medical professional or other qualified healthcare professional.
The AI Services must not be relied upon to:
diagnose medical conditions;
prescribe medication;
assess medical suitability for treatment;
provide personalised medical advice;
determine whether a person is medically fit for treatment; or
replace a clinical consultation.
The Client agrees that its AI configuration should not instruct the AI to provide medical advice.
Where a Lead raises a medical question or provides potentially relevant medical information, the system should direct the Lead to an appropriate member of the Client's clinical team where reasonably possible.
8. Medical aesthetic advertising compliance
The Client is responsible for ensuring that its advertising and services comply with applicable UK advertising and healthcare requirements.
This includes applicable requirements relating to:
cosmetic interventions;
medical claims;
prescription-only medicines;
treatments involving injectable products;
age restrictions;
testimonials and reviews;
before-and-after imagery;
pricing;
qualifications and credentials; and
claims about treatment results.
Clinic Flow AI may refuse to create or distribute advertising that we reasonably believe may breach applicable law, advertising rules, platform rules or our internal safety requirements.
9. Prescription-only medicines
The Client acknowledges that certain medical aesthetic products and treatments are subject to specific UK restrictions on advertising.
In particular, advertising of prescription-only medicines to the public is restricted.
The Client must not instruct Clinic Flow AI to create or distribute unlawful public advertising for prescription-only medicines.
Clinic Flow AI may reject advertising requests that we reasonably believe could breach applicable UK advertising requirements.
10. AI-generated content
AI-generated content may contain errors, omissions or inaccuracies.
The Client is responsible for reviewing business-critical information before publication or use where appropriate.
Clinic Flow AI does not guarantee that AI-generated content will always be:
accurate;
complete;
suitable for a particular patient;
legally compliant;
clinically appropriate; or
free from errors.
The AI should not be used as the sole basis for clinical decisions.
11. Lead handling and appointment booking
Clinic Flow AI may provide automated lead response, qualification, follow-up and appointment-booking functionality.
The Client understands that:
leads may not respond;
leads may provide inaccurate information;
leads may cancel appointments;
leads may fail to attend appointments;
appointments may be incorrectly booked due to inaccurate information or technical issues; and
third-party software failures may affect the service.
The Client remains responsible for providing accurate appointment availability and ensuring that its calendar and booking information are up to date.
12. Client responsibility for leads
The Client remains responsible for its relationship with its Leads and customers.
The Client is responsible for:
providing appropriate privacy information;
determining its lawful basis for processing personal data;
obtaining any required consent;
complying with applicable marketing laws;
handling clinical questions appropriately;
handling complaints;
maintaining appropriate clinical records; and
ensuring that Leads are treated appropriately.
Clinic Flow AI does not become the healthcare provider, clinician or medical decision-maker for the Client's patients.
13. Data protection
Where Clinic Flow AI processes personal data on behalf of the Client, the Client will generally act as Data Controllerand Clinic Flow AI will generally act as Data Processor.
The parties will enter into a separate Data Processing Agreement where required.
The DPA will govern the processing of personal data on behalf of the Client and will supplement these Terms.
Clinic Flow AI will process Client personal data in accordance with the Client's documented instructions, subject to applicable law.
UK GDPR processor contracts are required to contain specific provisions, including requirements concerning documented instructions, confidentiality, security, sub-processors, data-subject rights, assistance, deletion/return of data and audits.
14. Client's responsibility for marketing consent
The Client is responsible for ensuring that it has an appropriate legal basis and any required consent for marketing communications sent to its Leads.
This includes, where applicable:
SMS;
email;
automated calls;
voice communications; and
other electronic marketing.
The fact that Clinic Flow AI provides the technology used to send a communication does not transfer the Client's underlying legal responsibilities to Clinic Flow AI.
UK electronic marketing rules can apply differently depending on whether the recipient is an individual, sole trader or corporate subscriber, so Clients must ensure their campaigns are appropriately configured.
15. Third-party platforms
Our Services may depend on third-party platforms and providers, including:
GoHighLevel;
Meta;
Twilio;
Stripe;
Zoom;
calendar providers;
hosting providers;
AI technology providers; and
other software or technology providers.
We do not control third-party platforms.
We are not responsible for:
third-party outages;
platform changes;
account suspensions;
advertising disapprovals;
API failures;
pricing changes;
technical restrictions;
changes to platform policies; or
actions taken by third-party providers.
Where a third-party platform becomes unavailable, we will use reasonable efforts to restore or provide the Services where reasonably possible.
16. Sub-processors
Clinic Flow AI may use third-party providers to process personal data on behalf of Clients.
Such providers may act as sub-processors where applicable.
Clinic Flow AI will maintain appropriate contractual arrangements with relevant sub-processors and will comply with the requirements applicable to processors and sub-processors.
Our current sub-processors may be listed in a separate Subprocessor List.
17. Fees and payment
The Client agrees to pay the fees specified in the applicable proposal, order, invoice or service agreement.
Unless otherwise agreed in writing:
invoices are payable by the due date shown on the invoice;
fees are exclusive of advertising spend;
third-party platform fees are the Client's responsibility unless expressly included;
payment processing fees may apply; and
unpaid invoices may result in suspension of Services.
18. Late payment
If an invoice remains unpaid after its due date, Clinic Flow AI may:
contact the Client regarding the outstanding amount;
suspend Services;
pause advertising campaigns;
suspend automated communications;
suspend access to systems managed by Clinic Flow AI; and/or
terminate the agreement in accordance with these Terms.
Suspending Services due to non-payment does not remove the Client's obligation to pay amounts already due.
19. Trial periods
Where Clinic Flow AI offers a trial or introductory period, the exact terms of that trial will be stated in writing before the trial begins.
Unless expressly agreed otherwise, a trial does not guarantee:
a particular number of leads;
a particular number of appointments;
a particular revenue figure;
a particular return on advertising spend; or
a particular commercial outcome.
Advertising spend remains payable by the Client unless expressly stated otherwise.
20. Cancellation and termination
Either party may terminate an ongoing service agreement in accordance with the notice period specified in the applicable proposal or service agreement.
If no notice period has been agreed, either party may terminate the agreement by giving 30 days' written notice.
Clinic Flow AI may terminate or suspend Services immediately where:
the Client materially breaches these Terms;
the Client fails to pay amounts due;
the Client asks us to perform unlawful activity;
the Client's conduct creates a significant legal, regulatory or reputational risk;
the Client provides materially misleading information;
a third-party platform prevents the Services from operating; or
continuing the Services becomes unlawful or reasonably impracticable.
21. Effect of termination
When the relationship ends:
the Client remains responsible for outstanding fees;
access to Clinic Flow AI-managed systems may be removed;
Client data will be returned or deleted in accordance with the applicable DPA;
automated campaigns may be stopped; and
the parties will cooperate reasonably to complete the termination process.
Certain provisions of these Terms will continue after termination where their nature requires them to survive, including provisions relating to confidentiality, intellectual property, payment obligations, liability and dispute resolution.
22. Intellectual property
Unless otherwise agreed in writing:
Clinic Flow AI retains ownership of its pre-existing:
software;
systems;
frameworks;
workflows;
templates;
processes;
know-how;
AI prompts;
automation structures;
methodologies;
documentation; and
other proprietary materials.
The Client retains ownership of materials it provides to Clinic Flow AI.
Subject to payment of all applicable fees, the Client receives the rights expressly agreed for Client-specific deliverables.
Clinic Flow AI does not transfer ownership of its underlying systems, software, frameworks or proprietary methodology merely because those systems are used to provide the Services.
23. Client materials and licence
The Client grants Clinic Flow AI a limited, non-exclusive licence to use Client-provided materials solely to the extent reasonably necessary to provide the Services.
The Client confirms that it has the necessary rights and permissions to provide those materials to Clinic Flow AI for this purpose.
24. Confidentiality
Each party agrees to keep confidential information received from the other party confidential and not disclose it except where:
disclosure is required by law;
disclosure is necessary to professional advisers or service providers who are subject to appropriate confidentiality obligations;
disclosure is necessary to provide the Services; or
the information is already publicly available through no breach of these Terms.
This obligation does not apply to information that was lawfully known before disclosure or independently developed without use of confidential information.
25. Case studies and testimonials
Clinic Flow AI will not publish the Client's name, logo, testimonial, results or identifiable case-study information without the Client's permission.
Where the Client voluntarily provides a testimonial or agrees to a case study, Clinic Flow AI may use it for legitimate marketing purposes in accordance with the agreement given.
A Client will not be required to provide a positive testimonial as a condition of receiving Services unless expressly agreed in a separate written agreement.
26. No medical or legal advice
Clinic Flow AI provides marketing, technology and automation services.
We do not provide:
medical advice;
clinical advice;
prescribing advice;
legal advice;
regulatory advice; or
financial advice.
The Client should obtain appropriate professional advice where necessary.
27. Availability and technical interruptions
We aim to provide reliable Services but cannot guarantee uninterrupted availability.
Services may occasionally be interrupted due to:
maintenance;
software updates;
internet outages;
third-party outages;
API failures;
cybersecurity incidents;
platform changes;
circumstances outside our reasonable control; or
other technical issues.
We will take reasonable steps to restore affected Services where reasonably possible.
28. Limitation of liability
Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.
This includes liability for:
death or personal injury caused by negligence;
fraud or fraudulent misrepresentation; or
any other liability which cannot legally be excluded or limited.
Subject to the above, and to the maximum extent permitted by law, Clinic Flow AI will not be liable for:
indirect loss;
consequential loss;
loss of profit;
loss of revenue;
loss of anticipated savings;
loss of business;
loss of opportunity;
loss of goodwill;
loss of reputation;
loss resulting from advertising-platform changes;
loss resulting from third-party platform failures; or
loss resulting from the Client's failure to follow its responsibilities under these Terms.
Subject to applicable law, Clinic Flow AI's total aggregate liability arising out of or in connection with the Services will not exceed the total fees actually paid by the Client to Clinic Flow AI during the three months immediately preceding the event giving rise to the claim.
This limitation does not apply where doing so would be unlawful.
Any liability limitation should be reviewed for reasonableness and enforceability under the specific circumstances. UK law restricts some attempts to exclude or limit liability, including negligence-related liability, and some exclusions are subject to a reasonableness requirement.
29. Client indemnity
To the extent permitted by law, the Client agrees to indemnify Clinic Flow AI against reasonable losses, claims, costs and expenses arising from:
unlawful materials supplied by the Client;
the Client's breach of applicable advertising laws;
the Client's breach of data protection obligations;
unlawful marketing instructions;
medical or clinical advice supplied by the Client;
inaccurate information supplied by the Client;
infringement of third-party intellectual property rights by Client-provided materials; or
the Client's misuse of the Services.
This clause does not apply to the extent that the relevant loss was caused by Clinic Flow AI's own breach, negligence or unlawful conduct.
30. Force majeure
Neither party will be responsible for failure or delay caused by circumstances outside its reasonable control.
This may include:
internet outages;
cloud-service failures;
platform outages;
cyber incidents;
government action;
changes in law;
natural disasters;
war;
strikes;
infrastructure failures; or
other events outside reasonable control.
The affected party will take reasonable steps to minimise the effect of the event.
31. Changes to these Terms
We may update these Terms from time to time.
Where a change materially affects an existing Client, we will provide reasonable notice where appropriate.
The version applicable to a particular service period will generally be the version agreed between the parties or incorporated into the relevant service agreement.
32. Entire agreement
These Terms, together with any:
proposal;
order;
invoice;
service agreement;
Data Processing Agreement;
Subprocessor List; and
other documents expressly incorporated into the agreement
form the agreement between Clinic Flow AI and the Client in relation to the Services.
If there is a conflict between documents, the following order will generally apply:
Data Processing Agreement, for matters specifically concerning personal-data processing;
signed service agreement or proposal;
these Terms; and
other incorporated documents.
33. Severability
If any provision of these Terms is found to be unlawful, invalid or unenforceable, that provision will be interpreted or modified to the minimum extent necessary to make it lawful and enforceable where possible.
The remaining provisions will continue in effect.
34. No waiver
A failure or delay by either party to exercise a right under these Terms will not constitute a waiver of that right.
35. Assignment
The Client may not transfer or assign its rights or obligations under these Terms without our prior written consent, except where required by law.
Clinic Flow AI may transfer or assign its rights or obligations where reasonably necessary as part of a business transfer, restructuring or similar transaction, provided this does not materially reduce the Client's contractual protections.
36. Governing law
These Terms and any dispute or claim arising from them will be governed by the laws of England and Wales.
The courts of England and Wales will have jurisdiction over disputes arising from or relating to these Terms, subject to any mandatory legal rights or requirements that apply.