Terms of Service

These Terms of Service ("Terms") govern access to and use of the websites, software, APIs, documentation, and related services made available by FASTCLINIC LIMITED , a private company limited by shares incorporated in Nigeria under the Companies and Allied Matters Act 2020 (CAMA 2020), with registration number RC 1919428 ("Fastclinic," "we," "us," or "our").

If you are entering into these Terms on behalf of an organisation, you represent that you have authority to bind that organisation. "Customer," "you," and "your" refer to that organisation and its authorised users.

An executed order form, statement of work, or online subscription checkout that references these Terms (collectively, an "Order") forms part of your agreement. If there is a conflict, the Order prevails only for the specific conflicting provision.

• Services: the Fastclinic cloud platform, modules, APIs, support, and professional services described in an Order.
• Customer Data:data, including personal data and patient information, that you or your users submit to the Services or that the Services generate on your behalf, excluding Fastclinic's own analytics derived solely from operational logs in aggregated or de-identified form.
• Fastclinic Materials: software, documentation, templates, and other materials we provide, including updates and derivatives we create.
• Fastclinic Credits: prepaid or promotional credits that may be applied against specified fees as described in an Order or promotional terms.
• NDPA 2023: the Nigeria Data Protection Act 2023 and subsidiary instruments as amended from time to time.

Subject to these Terms, payment of applicable fees, and compliance with law, we grant you a non-exclusive, non-transferable (except as permitted herein) licence during the subscription term to access and use the Services for your internal business operations in accordance with the documentation and your Order. You may permit employees and contractors acting on your behalf to use the Services, provided their use remains subject to these Terms.

You will not: reverse engineer, decompile, or disassemble the Services except to the limited extent mandatory law permits; rent, lease, or timeshare the Services; use the Services to build a competing product; remove proprietary notices; or probe or scan our systems without authorisation.

We may modify the Services to improve security, performance, or compliance, provided we do not materially reduce core functionality without reasonable notice where required by your Order or applicable law.

You are responsible for the accuracy of registration information, safeguarding credentials, and all activity under your accounts. You must promptly notify us of unauthorised use. We may suspend access where we reasonably believe there is a security risk or breach of these Terms.

You warrant that your use of the Services, including processing of health data, complies with NDPA 2023, applicable healthcare regulations, and your internal policies. You will obtain and maintain all licences, consents, and rights necessary to submit Customer Data to the Services.

You must use the Services only in compliance with our Acceptable Use Policy, which is incorporated by reference. Prohibited conduct includes unlawful activity, infringement of third-party rights, distribution of malware, harassment, and attempts to circumvent security or usage limits.

Service level commitments, if any, are set out in our Service Level Agreementor your Order. Unless otherwise agreed, the Services are provided on an "as available" basis outside any express SLA credits. Support channels, hours, and response targets may be defined by your support tier.

Planned maintenance will, where practicable, be scheduled during published windows and communicated in advance. Emergency maintenance may occur without prior notice when required for security or stability.

You will pay fees specified in the Order. Unless stated otherwise, fees are in Nigerian Naira or the currency in the Order, exclusive of applicable taxes, which you are responsible for remitting where required. Invoices are due within the period stated in the Order; late payment may incur interest at the rate permitted by law or, if none, one and one-half percent per month.

Fastclinic Credits are non-transferable unless we agree otherwise in writing. Credits may expire as stated in the Order or promotion. Credits are applied against eligible fees in the order we specify (typically against subscription or usage charges before tax). Credits have no cash value, are not refundable, and may be forfeited on termination for breach. We may discontinue a credit programme with notice; unused promotional credits may expire as disclosed at grant.

We may suspend Services for material non-payment after reasonable notice, except where prohibited by law or where immediate suspension is necessary to protect the platform.

As between the parties, we retain all right, title, and interest in Fastclinic Materials, including all intellectual property rights. You retain all rights in Customer Data. You grant us a limited licence to host, process, transmit, display, and back up Customer Data solely to provide the Services, prevent or address technical problems, and comply with law.

If you provide suggestions or feedback, we may use them without obligation or restriction, except we do not obtain ownership of your Customer Data through feedback.

Each party may receive confidential information of the other. The receiving party will use reasonable care to protect confidential information and will use it only for the purposes of the agreement. Exclusions include information that is public, independently developed, or rightfully received from a third party without duty of confidence.

To the maximum extent permitted by applicable law, the Services are provided "as is" and "as available." Except as expressly stated in these Terms or an Order, we disclaim all warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted or error-free or that all defects will be corrected.

Clinical decisions remain the sole responsibility of licensed healthcare professionals and Customer. Software outputs, including AI-assisted features, are aids only and not a substitute for professional judgment.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under Nigerian law, including liability for death or personal injury caused by negligence, fraud, or fraudulent misrepresentation, or any other liability that cannot be limited by law.

Subject to the foregoing, to the fullest extent permitted by law: (a) neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or loss of profits, revenue, goodwill, or data, even if advised of the possibility; and (b) our aggregate liability arising out of or related to the Services in any twelve-month period will not exceed the fees actually paid by you to Fastclinic for the Services giving rise to the claim during that period (or, if the claim arises in the first subscription year, the fees paid in the first twelve months). These limitations apply whether the claim is in contract, tort (including negligence), strict liability, or otherwise.

You will defend, indemnify, and hold harmless Fastclinic and its directors, officers, and employees from third-party claims, damages, and costs (including reasonable legal fees) arising from: (a) Customer Data or your use of the Services in breach of these Terms or law; (b) your violation of third-party rights; or (c) a dispute between you and your patients, members, or users, except to the extent caused by our material breach or gross negligence.

Unless otherwise stated in the Order, subscriptions renew for successive terms unless either party gives notice of non-renewal at least thirty (30) days before the end of the current term. Either party may terminate for material breach that is not cured within thirty (30) days of written notice. We may suspend or terminate immediately where required by law or where continued provision would create a material security or legal risk.

Upon termination, your right to access the Services ceases. We will make Customer Data available for export for the period stated in your Order or data processing agreement, after which we may delete it in accordance with our retention schedule, subject to legal holds. Provisions that by their nature should survive (including payment obligations, confidentiality, IP, limitations of liability to the extent enforceable, and governing law) will survive.

These Terms are governed by the laws of the Federal Republic of Nigeria, without regard to conflict-of-law principles that would require application of another jurisdiction's laws. The courts of the Federal Capital Territory, Abuja, Nigeria, shall have exclusive jurisdiction, subject to any mandatory venue rules that cannot be waived.

The parties agree to attempt in good faith to resolve disputes through senior management escalation before commencing litigation, unless injunctive or urgent relief is required.

Corporate matters relating to Fastclinic's status as a Nigerian company incorporated under CAMA 2020 (such as capacity, internal governance, and filings with the Corporate Affairs Commission) are governed by Nigerian company law as applicable.

These Terms, together with the Order and incorporated policies, constitute the entire agreement regarding the Services and supersede prior oral or written understandings on the same subject. Amendments must be in writing signed by both parties or presented through an online acceptance flow we designate, except we may update policies referenced by hyperlink for legal or operational reasons with reasonable notice where material.

You may not assign these Terms without our consent, except in connection with a merger or sale of substantially all assets, provided the assignee agrees in writing to be bound. We may assign to an affiliate or in connection with a corporate transaction.

Notices to Fastclinic should be sent to contact@fastclinic.xyz and, for formal legal notices, to our registered address at Abuja, FCT, Nigeria, with copy by email. Notices to you may be sent to the administrator email on file.

If any provision is held invalid, the remainder remains in effect. Failure to enforce a provision is not a waiver. Force majeure excuses performance for events beyond reasonable control, including acts of government, war, terrorism, pandemic, or widespread internet failure, for the duration of the event.