These Terms of Service (the “Terms”) form a binding agreement between Meridian Compass LLC, a Wyoming limited liability company doing business as Sawasdee Health (“Sawasdee Health,” “we,” “us,” or “our”), and the organization that creates an account or otherwise accepts these Terms (“Customer,” “you,” or “your”). If you accept these Terms on behalf of an organization, you represent that you have authority to bind that organization.
Please read these Terms carefully. They include important provisions on fees, warranty disclaimers, limitation of liability, indemnification, and dispute resolution. If you do not agree, do not use the Service.
1.Acceptance of these Terms
You accept these Terms by (a) clicking a button or checking a box indicating acceptance, (b) signing an order form that references these Terms, (c) creating an account, or (d) accessing or using the Service. These Terms incorporate by reference our Privacy Policy and, where applicable, our Data Processing Addendum (the “DPA”).
2.Definitions
- “Service” means the Sawasdee Health software, chat agent, dashboard, APIs, and related services we make available, including the website at sawasdeehealth.com.
- “Customer Data” means information, content, and materials you submit, upload, or generate through the Service, including the knowledge base built from your website.
- “End User” means an individual who interacts with the chat agent on a Customer-controlled surface (your website, WhatsApp, LINE, or similar channel).
- “End User Data” means data about End Users that flows through the Service, such as conversation transcripts, contact details, stated treatment interest, and booking information.
- “Subscription” means a recurring plan you select during sign-up or in an order form, including the tier, channels, and conversation allowance.
- “Booking Fee” means the per-appointment usage fee charged when the Service creates a confirmed calendar event for an End User on a Customer-connected calendar.
3.The Service
Sawasdee Health provides an AI conversation agent that engages End Users on Customer surfaces, qualifies their intent, and books qualified End Users into a Customer-connected calendar. The Service includes a clinic-facing dashboard for reviewing leads, transcripts, and bookings. We may release new features, change, suspend, or remove features over time. We will not materially decrease the core functionality of your Subscription during a paid term without notice.
4.Accounts and authority
You must provide accurate information when creating an account and keep it current. You are responsible for activity under your account, including the actions of your personnel and any users you invite. You must safeguard your credentials and notify us promptly of any suspected unauthorized access at security@sawasdeehealth.com.
You represent and warrant that (a) you are an organization lawfully operating a medical, aesthetic, or wellness clinic, or a related entity authorized to provide the underlying services your agent will discuss; (b) your use of the Service complies with all licensing, advertising, and professional-conduct requirements that apply to your practice in your jurisdiction; and (c) you will not use the Service to provide healthcare services to individuals in jurisdictions where you are not authorized to do so.
5.Free trial
We may offer a free trial of fourteen (14) days or another period we specify. A valid payment method is required at trial start. If you do not cancel before the trial ends, your Subscription will automatically convert to the paid plan you selected and we will charge your payment method on file. You can cancel at any time during the trial in your dashboard or by emailing billing@sawasdeehealth.com. Trial features may be limited or modified at our discretion.
6.Subscriptions, fees, and billing
6.1 Subscription fees
You will pay the recurring Subscription fee for the tier you select, in the currency stated at checkout (Thai Baht or US Dollars). Fees are billed in advance on a monthly or annual cycle as selected, and are non-refundable except as expressly required by law or stated in these Terms.
6.2 Booking Fees and metered usage
In addition to the Subscription, you authorize us to charge Booking Fees for each confirmed appointment created by the Service. Each Booking Fee is tied to a unique calendar event identifier in the connected calendar (the audit trail). Booking Fees are aggregated and invoiced monthly in arrears. Current Booking Fee amounts and any tier-specific volume rates are stated on our pricing page or in your order form.
6.3 Payment processing via Stripe
Payments are processed by Stripe, Inc. and its affiliates (“Stripe”). By providing payment information, you authorize Sawasdee Health, through Stripe, to charge your payment method for Subscription fees, Booking Fees, applicable taxes, and any other fees you incur. Your use of Stripe is also subject to the Stripe Services Agreement. We do not store full card numbers; payment credentials are tokenized by Stripe.
6.4 Late payment
If a charge fails or an invoice is past due, we may (a) retry the charge, (b) suspend access to the Service after reasonable notice, and (c) assess interest at the lesser of 1.5% per month or the maximum permitted by law on amounts more than thirty (30) days overdue. You will reimburse reasonable costs of collection, including attorneys’ fees.
6.5 Refunds
Except where required by mandatory law, all fees are non-refundable. If you believe you were billed in error, contact us within sixty (60) days at billing@sawasdeehealth.com; after that period, charges are deemed accepted.
6.6 Price changes
We may change Subscription pricing or Booking Fee rates with at least thirty (30) days’ notice. Changes apply at your next renewal. Continued use of the Service after the change takes effect is acceptance of the new pricing.
7.Taxes
Fees do not include taxes, levies, or duties imposed by any taxing authority (other than taxes based on our net income). You are responsible for any such taxes, including, where applicable, Thai Value Added Tax assessed under the reverse-charge mechanism (Phor Por 36) by Thai-registered Customers. If we are required by law to collect any such tax, it will be added to your invoice.
8.Customer Data and End User Data
8.1 Ownership
As between the parties, you own all Customer Data and (subject to applicable law and the rights of End Users) End User Data routed through the Service. You grant us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, and create derivative works of Customer Data and End User Data solely as necessary to (a) provide, maintain, secure, and improve the Service for you; (b) prevent or address technical or security issues; and (c) comply with law.
8.2 Your responsibilities
You represent and warrant that (a) you have all rights, consents, and lawful bases necessary to upload Customer Data and to permit the routing of End User Data through the Service; (b) Customer Data is accurate and not misleading as to your services; and (c) you will publish a privacy notice to End Users in your jurisdiction describing how you collect, use, and share their information through the Service.
8.3 De-identified data
We may create de-identified, aggregated data from Service usage and use it for any lawful purpose, including improving and benchmarking the Service, provided that the data does not identify you or any End User.
8.4 No protected health information without a separate agreement
The Service is designed to be HIPAA-ready, but unless you and Sawasdee Health have signed a written Business Associate Agreement, you must not upload or route information through the Service that constitutes “Protected Health Information” under HIPAA, or otherwise use the Service in connection with HIPAA-regulated activities. For Customers operating in Thailand or the EU/UK, the DPA governs the processing of personal data.
9.Acceptable use
You will not, and will not allow any third party to:
- use the Service to make claims that are deceptive, false, or unsupported by your professional licensing or by clinical evidence as required by your jurisdiction;
- configure the agent to provide diagnosis, prescriptions, or other regulated medical services to End Users that you are not licensed to provide;
- use the Service to send unsolicited messages in violation of CAN-SPAM, GDPR/PECR, Thailand’s PDPA, or other anti-spam or marketing laws;
- impersonate any person, misrepresent your affiliation, or scrape, copy, or reverse-engineer the Service;
- attempt to interfere with the Service’s security or availability, probe for vulnerabilities without authorization, or transmit malicious code;
- upload data unlawfully, including data you do not have rights to, or content that is illegal, defamatory, harassing, or infringing;
- resell, sublicense, or make the Service available to third parties except End Users interacting with your authorized clinic surfaces.
We may, with reasonable notice when feasible, suspend access or remove content that violates this section.
10.Healthcare disclaimer
Sawasdee Health is not a healthcare provider. The Service does not provide medical advice, diagnosis, or treatment. The agent generates responses based on the knowledge base you supply and on general-purpose language models. Output may be incorrect, incomplete, or out-of-date, and you are responsible for reviewing and overriding agent behavior on safety-critical matters. You remain solely responsible for the clinical accuracy and lawfulness of any information communicated to End Users through the Service, for the licensure of the practitioners delivering care, and for compliance with all advertising and professional-conduct rules that apply to your practice. The agent is configured to refer urgent or emergency-related End User messages to local emergency services and to your staff; you must keep that escalation path operational.
11.Third-party services
The Service integrates with third-party services that you may choose to connect, including Google Calendar, Meta’s WhatsApp Business Platform, the LINE Messaging API, and payment processing by Stripe. Your use of those third-party services is governed by their own terms, and we are not responsible for their availability, behavior, or content. Disconnecting a third-party service may limit Service functionality, including booking creation.
12.Intellectual property
12.1 Our IP
We and our licensors retain all right, title, and interest in and to the Service, including all software, models, prompts, designs, documentation, trademarks, and all derivative works thereof. No rights are granted other than the limited, non-exclusive, non-transferable right to access and use the Service during your Subscription, in accordance with these Terms.
12.2 Feedback
If you provide feedback, suggestions, or ideas about the Service, we may use them without restriction or obligation to you.
13.Confidentiality
Each party may disclose to the other non-public information marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The receiving party will (a) use the same degree of care to protect Confidential Information as it uses to protect its own (and no less than reasonable care), (b) not use Confidential Information except to perform under these Terms, and (c) not disclose Confidential Information except to personnel and contractors with a need to know who are bound by similar confidentiality obligations. The receiving party may disclose Confidential Information to the extent required by law if it provides reasonable advance notice when permitted.
14.Privacy and data protection
Our handling of personal data is described in the Privacy Policy. Where we process personal data on your behalf as a processor under Thailand’s Personal Data Protection Act, the EU/UK GDPR, or other applicable law, the DPA is incorporated into and forms part of these Terms.
15.Warranties and disclaimers
Each party represents that it has the authority to enter into these Terms. Except for that representation, the Service is provided “AS IS” and “AS AVAILABLE,” without warranties of any kind, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or that the Service will be uninterrupted or error-free. We do not warrant that the agent’s output will be accurate, suitable for a clinical purpose, or that any particular booking, conversion, or revenue outcome will be achieved. To the maximum extent permitted by law, we disclaim all other warranties.
16.Indemnification
16.1 By Customer
You will defend, indemnify, and hold harmless Sawasdee Health, its affiliates, and their personnel from and against any third-party claim, loss, damage, liability, and expense (including reasonable attorneys’ fees) arising out of or relating to (a) Customer Data or your knowledge base, (b) your or your personnel’s violation of these Terms or applicable law, including healthcare, advertising, or data-protection laws, (c) the clinical or professional services you deliver, and (d) your acts or omissions in dealing with End Users.
16.2 By Sawasdee Health
We will defend you against any third-party claim that the Service, when used in accordance with these Terms, infringes that third party’s intellectual property rights, and pay damages and costs finally awarded by a court of competent jurisdiction or in a settlement we approve, subject to Section 17 (Limitation of Liability). If we believe the Service may be subject to such a claim, we may, at our option, (i) procure rights for your continued use, (ii) modify the Service to be non-infringing without material loss of functionality, or (iii) terminate your Subscription and refund any prepaid, unused fees.
16.3 Process
The indemnified party will (a) promptly notify the indemnifying party of the claim, (b) give the indemnifying party sole control of the defense and settlement (provided no settlement that imposes liability or admission on the indemnified party will be made without consent, not unreasonably withheld), and (c) provide reasonable cooperation at the indemnifying party’s expense.
17.Limitation of liability
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, or business opportunity, arising out of or relating to these Terms or the Service, even if advised of the possibility of such damages.
Each party’s total cumulative liability arising out of or relating to these Terms will not exceed the greater of (a) the fees you paid us for the Service in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) US$1,000.
These limitations do not apply to (i) a party’s indemnification obligations under Section 16, (ii) breach of confidentiality, (iii) your payment obligations, or (iv) liability that cannot be limited by law.
18.Term, termination, and suspension
18.1 Term
These Terms remain in effect for as long as you have an active Subscription or use the Service.
18.2 Termination for convenience
You may cancel your Subscription at any time in the dashboard. Cancellation takes effect at the end of the current billing cycle, and prepaid fees are not refunded except as expressly stated. We may terminate a Subscription at any time with thirty (30) days’ notice.
18.3 Termination for cause
Either party may terminate immediately on written notice if the other party (a) materially breaches these Terms and fails to cure within fifteen (15) days after notice, (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors. We may terminate immediately if you violate Section 9 (Acceptable use), Section 10 (Healthcare disclaimer), or if continued provision of the Service would, in our reasonable judgment, violate law.
18.4 Suspension
We may suspend access to the Service if (a) your account is past due, (b) we believe your use poses a security or legal risk, or (c) suspension is required by law or by a third-party platform we depend on. We will, where feasible, give notice and an opportunity to remediate.
18.5 Effect of termination
On termination, your right to use the Service ends. Within thirty (30) days of termination, you may export Customer Data through tools we make available; thereafter we may delete Customer Data and End User Data in accordance with our retention practices and the DPA. Sections that by their nature should survive termination (including Sections 6, 8.3, 12, 13, 15, 16, 17, 20, and 21) survive.
19.Changes to the Service or Terms
We may update these Terms from time to time. If a change is material, we will provide notice in the dashboard or by email at least thirty (30) days before it takes effect, and the change will apply to your next renewal. Non-material changes (such as clarifications) take effect when posted. Continued use of the Service after the effective date is acceptance of the updated Terms.
20.Governing law and disputes
20.1 Governing law
These Terms are governed by the laws of the State of Wyoming, USA, without regard to its conflict-of-laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods.
20.2 Informal resolution
Before filing a claim, the parties will attempt in good faith to resolve any dispute by negotiation between executives within thirty (30) days of written notice of the dispute.
20.3 Arbitration
Any unresolved dispute arising out of or relating to these Terms or the Service will be finally settled by binding arbitration administered by the Singapore International Arbitration Centre (SIAC) under its rules in force at the time of submission, by a single arbitrator, seated in Singapore, in the English language. The arbitral award is final and binding and may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
20.4 No class actions
Each party may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any class or representative action.
21.General provisions
Entire agreement. These Terms (with the documents they incorporate) are the entire agreement between the parties about the Service and supersede all prior or contemporaneous understandings.
Order of precedence. If a signed order form between the parties conflicts with these Terms, the order form controls for that Subscription. The DPA controls over these Terms with respect to the processing of personal data.
Assignment. You may not assign these Terms without our prior written consent, except to an affiliate or to a successor in a merger or sale of substantially all assets that does not involve a competitor of ours. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.
Force majeure. Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, war, terrorism, riot, internet or telecommunications outages, third-party platform outages, or government action. Payment obligations are not excused.
Severability. If a provision is held unenforceable, the remaining provisions remain in full force and the unenforceable provision will be modified to the minimum extent necessary.
No waiver. A failure to enforce a provision is not a waiver.
Independent contractors. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.
Notices. Legal notices to us must be sent to legal@sawasdeehealth.com, with a copy by mail to our registered agent for service of process in the State of Wyoming: Registered Agents Inc, 30 N Gould St Ste R, Sheridan, WY 82801, USA. Notices to you may be sent to the email address on your account.
Publicity. With your prior consent (which may be granted in the dashboard), we may identify you as a customer and use your name and logo on our website and in marketing materials. You may revoke consent at any time, prospectively.
Export and sanctions. You will comply with all export and sanctions laws applicable to your use of the Service.
22.Contact
Meridian Compass LLC, doing business as Sawasdee Health, is a Wyoming limited liability company. For legal questions or notices, contact legal@sawasdeehealth.com. For billing questions, contact billing@sawasdeehealth.com. For security reports, contact security@sawasdeehealth.com.