Terms of Service

Agreement to these terms

These Terms of Service (the “Terms”) form a binding agreement between [LEGAL ENTITY NAME] (registration number [REG NO]), a company incorporated in the Republic of South Africa (“Clarity Management”, “we”, “us”), and the practice, organisation or person that subscribes to the Service (“you”, the “Practice”).

By creating an account, signing in, or using the Service, you confirm that you have read and accept these Terms and our Privacy Policy, which is incorporated by reference. If you are accepting on behalf of a practice or other legal entity, you warrant that you are authorised to bind that entity. If you do not accept these Terms, do not use the Service.

Definitions

• Service — the Clarity Management practice management platform, including the web application, its application programming interfaces, and any documentation or support we provide.
• Practice Data — all data submitted to the Service by you or your Authorised Users, including Patient Data, clinical notes, appointments, quotes, invoices and uploaded files.
• Patient Data — personal information and health information relating to your patients that is contained in Practice Data.
• Authorised User — an individual you permit to access the Service under your account, such as an audiologist, practice manager, receptionist or administrator.
• POPIA — the Protection of Personal Information Act 4 of 2013, and terms such as responsible party, operator, processing and data subject carry the meanings given in that Act.

The service

Clarity Management is practice management software for audiology and hearing-aid clinics. It supports patient records, appointment scheduling, hearing-aid and manufacturer catalogues, diagnoses and procedures, quotes and invoicing, document and communication templates, and clinic administration.

We provide the Service on a subscription basis. We may add, change or remove features over time. Where a change would materially reduce core functionality you rely on, we will give you reasonable prior notice by email or in-app notice.

Eligibility

The Service is offered to healthcare practices and their staff for professional use. It is not intended for consumers or for personal use, and it is not a patient-facing product. By subscribing you confirm that your practice and its practitioners hold the registrations and licences required to provide audiology services in your jurisdiction, including registration with the Health Professions Council of South Africa where applicable.

You must be at least 18 years old to hold an account.

Accounts and access

You are responsible for all activity that occurs under your account. You must:

• provide accurate registration details and keep them up to date;
• keep credentials confidential, use a unique password, and not share logins between Authorised Users — each person who accesses patient records must have their own account, so that access is attributable;
• promptly deactivate Authorised Users who leave your practice or no longer need access;
• notify us without undue delay at [security@yourdomain.co.za] if you suspect unauthorised access to your account.

You control the roles and permissions assigned to your Authorised Users within the Service, and you are responsible for ensuring those permissions are appropriate to each person's role.

Fees, billing and taxes

• Subscription fees are those set out in your order or on our pricing page at the time you subscribe, quoted in South African Rand (ZAR) and [inclusive/exclusive] of VAT.
• Fees are billed [monthly/annually] in advance and are payable within [N] days of invoice.
• We may change our fees on at least [30] days' written notice. Changes take effect at your next renewal; if you do not accept a change you may cancel before it takes effect.
• Late payments may attract interest at the rate permitted by law and may lead to suspension under section 17.
• Except where the law requires otherwise, fees already paid are non-refundable.

Your obligations

You are responsible for:

• the accuracy, quality and legality of Practice Data, and for having a lawful basis to collect it and to put it into the Service;
• obtaining any consents or authorisations your patients must give for their information to be processed, stored and communicated through the Service;
• complying with the laws and professional rules that apply to your practice, including POPIA, the National Health Act 61 of 2003, and applicable HPCSA ethical guidelines on record-keeping and patient confidentiality;
• keeping the devices and networks your Authorised Users use to access the Service reasonably secure.

Acceptable use

You must not, and must not permit anyone else to:

• use the Service unlawfully, or to store or transmit unlawful, infringing or malicious material;
• access patient records without a legitimate clinical or administrative reason;
• probe, scan or test the security of the Service, or attempt to gain unauthorised access to it or to any other customer's data, except under a testing programme we have authorised in writing;
• copy, modify, reverse engineer, decompile or create derivative works from the Service, except to the extent that restriction is unenforceable under applicable law;
• resell, sublicense or provide the Service to a third party as a bureau or managed service without our written consent;
• interfere with the integrity or performance of the Service, or impose an unreasonable load on it, including by automated scraping or bulk extraction outside documented export features.

Patient data and data protection

As between you and us, you own all Practice Data. We claim no ownership of it. We process Patient Data only:

• to provide, maintain, secure and support the Service;
• as you instruct through your use of the Service; and
• where the law requires, in which case we will tell you before processing unless we are legally prohibited from doing so.

We will not sell Practice Data, and we will not use Patient Data to train machine learning models or for advertising.

Our operator commitments

As required by sections 20 and 21 of POPIA, we will maintain appropriate, reasonable technical and organisational measures to safeguard Practice Data, keep it confidential, notify you without undue delay where we have reasonable grounds to believe it has been accessed or acquired by an unauthorised person, and assist you in responding to data subject requests. Our security measures and our use of sub-operators are described in the Privacy Policy.

Retention and export

You can export Practice Data through the Service at any time during your subscription. After termination we will keep Practice Data available for export for [30] days, after which we will delete or anonymise it within [90] days, except where we must retain it by law.

Clinical responsibility

The Service is a record-keeping and practice administration tool. It is not a medical device, it does not perform diagnosis, and it does not provide clinical advice, recommendations or decision support. Nothing generated by the Service is a substitute for the professional judgement of a qualified practitioner.

You remain solely responsible for all clinical decisions, for the accuracy of clinical records, and for the care provided to your patients. Features such as scheduling conflict warnings, templates and calculated totals are conveniences that you must verify before relying on them.

Intellectual property

We and our licensors own all intellectual property rights in the Service, including its software, design, and the Clarity Management name and logo. We grant you a non-exclusive, non-transferable, revocable licence to access and use the Service for your practice's internal business purposes during your subscription. All rights not expressly granted are reserved.

If you send us feedback or suggestions, we may use them to improve the Service without obligation or payment to you.

Availability and support

We aim to keep the Service available [99.5%] of the time each calendar month, excluding scheduled maintenance and events beyond our reasonable control. We will give at least [48 hours'] notice of planned maintenance that we expect to cause downtime, and will schedule it outside normal consulting hours where practical.

Support is available by email at [support@yourdomain.co.za] during [business hours, weekdays]. Any service credits or remedies for missed availability targets are set out in your order form; if none are specified, none apply.

Warranties and disclaimers

We warrant that we will provide the Service with reasonable skill and care, and in accordance with these Terms.

Beyond that, and to the fullest extent permitted by law, the Service is provided “as is” and we disclaim all other warranties, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Service will be uninterrupted or error free, or that it will meet every requirement of your practice.

Nothing in these Terms excludes or limits any right you have under the Consumer Protection Act 68 of 2008 or other law that cannot lawfully be excluded or limited.

Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special or consequential loss, or for loss of profits, revenue, goodwill or anticipated savings, however arising.

Our total aggregate liability arising out of or in connection with these Terms, whether in contract, delict or otherwise, is limited to the fees you paid us in the [12] months immediately before the event giving rise to the claim.

These limitations do not apply to: your obligation to pay fees; either party's liability for death or personal injury caused by its negligence; fraud or fraudulent misrepresentation; or any other liability that cannot lawfully be limited.

Indemnity

You will indemnify us against claims, losses and reasonable legal costs arising from your breach of section 7 (Your obligations) or section 8 (Acceptable use), from Practice Data that infringes a third party's rights or was collected unlawfully, or from clinical care you provided. We will notify you promptly of any such claim, give you reasonable control of its defence, and cooperate at your cost.

Confidentiality

Each party may receive confidential information from the other. Each will use the other's confidential information only to perform this agreement, protect it with at least reasonable care, and not disclose it except to personnel and advisers who need it and are bound by equivalent obligations, or where disclosure is legally required. These obligations survive termination and continue for as long as the information remains confidential.

Term, suspension and termination

These Terms start when you first use the Service and continue until terminated. Either party may terminate for convenience on [30] days' written notice, effective at the end of the current billing period.

Either party may terminate immediately if the other commits a material breach that is not remedied within [14] days of written notice, or becomes insolvent or subject to business rescue or liquidation.

We may suspend access, in whole or in part, where an account is materially overdue, where continued use poses a security risk to the Service or to other customers, or where required by law. We will give notice before suspending unless the risk requires immediate action, and will restore access once the cause is resolved.

On termination your licence ends and the export and deletion process in section 9 applies. Sections 9, 11, 13, 14, 15, 16 and 20 survive termination.

Changes to these terms

We may update these Terms. For material changes we will give at least [30] days' notice by email to your account administrator or by in-app notice, and update the “Last updated” date above. Continued use after the notice period means you accept the revised Terms. If you do not accept them, you may terminate before they take effect.

Supplier disclosure (ECTA)

The following information is provided in terms of section 43 of the Electronic Communications and Transactions Act 25 of 2002.

General

• Governing law. These Terms are governed by the laws of the Republic of South Africa.
• Disputes. The parties will first attempt to resolve any dispute in good faith through discussion between senior representatives. Failing resolution within [30] days, the dispute is subject to the jurisdiction of the [High Court of South Africa, … Division].
• Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger or sale of our business, on notice to you.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
• Severability. If a provision is found unenforceable, it is modified to the minimum extent necessary, and the rest remains in force.
• Entire agreement. These Terms, the Privacy Policy and any order form are the entire agreement between the parties on this subject and supersede prior discussions.
• No waiver. A failure to enforce a provision is not a waiver of it.
• Notices. Notices to us go to [legal@yourdomain.co.za]; notices to you go to the email address on your account.

Contact us

Questions about these Terms:

• Email: [legal@yourdomain.co.za]
• Post: [POSTAL ADDRESS]

For questions about personal information, see the Privacy Policy.