Terms of service

1. The agreement

These Terms of Service (“Terms”) form a binding agreement between Biomatrix Technologies Ltd (“Biomatrix”) and the organisation that registers for or orders the service (“Customer”). The person accepting these Terms confirms they are authorised to bind the Customer. Where the Customer has signed an order form, the order form takes precedence over these Terms if they conflict. Our Data Processing Agreement and Acceptable Use Policy form part of these Terms.

2. The service

Biomatrix is a hosted software platform for managing healthcare operations, including organisations and branches, staff, shifts, appointments, inventory, laboratory results, patient records and documents (the “Service”). We may improve and change the Service over time, but will not materially reduce the core functionality of a paid plan during a subscription term.

We will use commercially reasonable efforts to keep the Service available, excluding scheduled maintenance (announced in advance where practical) and events beyond our reasonable control. Enterprise customers may agree specific service levels in an order form.

3. Accounts and users

• The Customer controls who has access, which roles they hold and which branches they can see.
• Each user must have their own login. Shared accounts are not permitted.
• The Customer is responsible for its users' actions and for removing access promptly when staff leave.
• The Customer must tell us promptly about any suspected unauthorised access.

4. Customer data

“Customer Data” means all information the Customer and its users put into the Service, including patient and staff information. As between the parties, the Customer owns Customer Data. The Customer grants us the rights needed to host, process and transmit Customer Data solely to provide and support the Service and as described in the Data Processing Agreement.

The Customer is responsible for having a lawful basis to collect and use Customer Data, for providing any notices to patients and staff, and for the accuracy of what it records, including the contact details used when releasing results to patients.

On termination, the Customer may export its Customer Data for 30 days, after which we will delete it in line with the Data Processing Agreement.

5. Clinical responsibility

Biomatrix supports the administrative and operational side of healthcare. It does not provide medical advice, diagnosis or treatment, and does not replace the professional judgement of doctors, nurses, pharmacists, laboratory scientists or other clinicians. The Customer and its professionals remain solely responsible for all clinical decisions, for reviewing and approving results before release, and for complying with the professional and regulatory standards that apply to them.

6. Acceptable use

The Customer and its users must use the Service in line with our Acceptable Use Policy. We may suspend access where necessary to prevent serious harm to the Service, other customers or patients, and will give notice and restore access as soon as the issue is resolved.

7. Fees and billing

• Fees are set out in the order form or the plan selected and are billed monthly or annually in advance.
• Invoices are payable within 30 days unless otherwise agreed. Fees exclude applicable taxes, including VAT.
• We may suspend the Service for invoices more than 30 days overdue, after giving at least 14 days' written notice.
• We may change prices at renewal with at least 60 days' notice.

8. Term and termination

Subscriptions run for the period stated in the order form and renew automatically for the same period unless either party gives notice before renewal (30 days for monthly plans; 60 days for annual plans). Either party may terminate for material breach not cured within 30 days of written notice. Sections that by their nature should survive termination — including data export, confidentiality, liability and governing law — will survive.

9. Intellectual property

We own the Service, its software, design and documentation, and all improvements to them. The Customer receives a non-exclusive, non-transferable right to use the Service during the subscription term. Feedback the Customer gives us may be used to improve the Service without obligation.

10. Confidentiality

Each party will protect the other's confidential information with at least reasonable care, use it only for the purposes of this agreement, and disclose it only to people who need to know it and are bound by similar obligations, or where required by law.

11. Warranties and disclaimers

We warrant that the Service will perform materially as described in its documentation and that we will provide it with reasonable skill and care. Except as stated in these Terms, the Service is provided “as is” and we disclaim all other warranties to the extent permitted by law.

12. Limitation of liability

Neither party is liable for indirect or consequential loss, or for loss of profits, revenue or goodwill. Each party's total liability under these Terms in any 12-month period is limited to the fees paid or payable by the Customer in that period. These limits do not apply to liability that cannot be limited by law, to the Customer's payment obligations, or to a party's breach of its data protection or confidentiality obligations, which are subject to a separate cap of three times the fees paid or payable in that period.

13. Indemnity

We will defend the Customer against third-party claims that the Service infringes their intellectual property rights. The Customer will defend us against third-party claims arising from Customer Data or from clinical decisions made by the Customer or its professionals.

14. Governing law and disputes

These Terms are governed by the laws of the Federal Republic of Nigeria. The parties will first try to resolve any dispute through good-faith negotiation between senior representatives. Disputes not resolved within 30 days will be referred to arbitration in Lagos under the Arbitration and Mediation Act 2023, unless the parties agree otherwise.

15. General

Neither party may assign this agreement without the other's consent, except to a successor in a merger or acquisition. Notices must be in writing and sent to the addresses in the order form, or to legal@biomatrix.ng for Biomatrix. If any provision is unenforceable, the rest remains in effect. These Terms, together with the documents they reference, are the entire agreement between the parties on this subject.