TERMS AND CONDITIONS OF THE MEDINET CONNECT SERVICE PROVIDED BY MARKET MX (hereafter, “the SERVICES”) TO THE CLIENT (hereafter, “the CLIENT”)
- ALTRON HEALTHTECH AS AGENT
Altron HealthTech, at all times when performing the Services, acts as the duly authorised agent of Market MX as its principal for those Services, as set out below. For all other Services as also set out, Market MX acts as principal in its own capacity.
The following Services are provided by Market MX, as principal, to the Client:
2.1 Website creation and updates;
2.2 Website hosting;
2.3 Google, Facebook and Instagram marketing, which shall consist of:
2.3.1 Continuous keyword research;
2.3.2 Continuous negative keyword refinement;
2.3.3 Continuous audience adjustment;
2.3.4 Monthly analytics on website traffic;
2.3.5 Continuous ad-refinement;
2.3.6 Continuous budget adjustments;
2.3.7 Facebook and Instagram management;
2.3.8Search engine optimisation;
2.3.9Health Professions Council of South Africa (“HPCSA”) compliance.
2.4 Excluded from Google, Facebook and Instagram marketing shall be:
2.4.1 Marketing spend (Facebook, Instagram and Google);
2.4.2 Google, Facebook and/or Instagram account creation (this will need to be done by the Client, Market MX will help with this process);
2.4.3 Blogs and/or articles;
2.4.4 Marketing on any other platforms other than Google, Instagram and Facebook;
2.4.5 Ad-hoc requests that are not in line with the selected package;
2.5 Second and third line support on website and hosting issues;
2.6 Such other Services, at such cost as Market MX and the Client may agree to from time to time.
The following Services shall be provided by Altron HealthTech to the Client, as Market MX’s agent:
2.7 First line support on the Client’s website and hosting issues;
2.8 Being the primary contact for the Client in relation to the Services, unless otherwise specified by Market MX or Altron HealthTech and communicated to the Client;
2.9 Such other Services, at such cost as Altron HealthTech, Market MX and the Client may agree to from time to time.
- WEBSITE UPDATES
3.1 Market MX allows for 5 minor updates to the Client’s website for each 12 month period, for no extra charge. These changes may be –
- 1 additional page;
- updates to address information;
- update to contact information;
- social media link changes;
- text changes of up to 3 text boxes or 500 words;
- 3 link backs.
3.2 Items listed in exclusions and additional work requested by the Client that is not scoped or not included in packages as presented in the marketing brochures, will be billed at Market MX’s time and material rate of R650 per hour excluding VAT.
- Migration of any previously owned site to Market MX servers;
- Migration of Exchange and POP services like email and user records;
- Redirecting a current domain to Market MX servers if client decides not to use Market
MX domain hosting;
- Renewal of domain names other than .co.za;
- Data imports or exports.
- Ad-hoc requests that are not in line with the selected package.
4.1 Services are invoiced monthly in arrears, pro-rated from date of signature of these terms and conditions (“Signature Date”) and shown on Altron HealthTech’s tax invoice as a separate line item.
4.2 Project sign off by the Client is deemed to have occurred if the solution is in use in production for more than 60 days.
- The time and materials fees are invoiced monthly in arrears based on the hours worked in the preceding work month, at R650 per hour excluding VAT.
5. PRICES, PAYMENTS AND EXPENSES
5.1 All prices are quoted VAT exclusive, unless otherwise specified. VAT will be charged and indicated as a separate item on Altron HealthTech’s invoices.
5.2 Prices are valid for 30 days from date of the Altron HealthTech or Market MX quote.
Travel time and costs are not included in the prices and will be charged if road travel taking longer than 30 minutes is required in getting to the Client site(s) from Market MX’s offices in Illovo, Johannesburg. Mileage is charged at the prevailing AA rate.
5.4.1 Invoices are payable by the Client by no later than the end of the calendar month which immediately follows the calendar month in which the Services were rendered.
5.4.2 Payments shall be made to Altron HealthTech in South African rand as indicated on the Services Schedule attached to Altron HealthTech’s Licence and Services Agreement with the Client.
5.4.3 The Client acknowledges and agrees that Altron HealthTech will collect invoiced payments received from the Client for the Services on Market MX’s behalf and settle payment with Market MX.
5.4.4 Late payments will incur interest levied at the prevailing prime interest rate charged by Nedbank Ltd plus 2 (two) percent from due date to actual payment date.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 Market Mx shall retain ownership of all intellectual property rights such as patents, designs and copyright (“IPR”) in respect of any material produced or developed by it in connection with the Services until paid for in full.
6.2 Client, Altron HealthTech and Market MX shall retain ownership in their IPR which they respectively had prior to concluding this Agreement.
7. AD HOC SERVICES
7.1 Commencement date of a project for the Services is subject to sign off of the Market MX or Altron HealthTech quotation. A project delivery schedule will be provided upon receipt by Market MX or Altron HealthTech of such sign-off.
7.2 Any changes in scope will follow the change management process and may attract additional costs at the agreed or ad hoc rates.
7.3 An official project sign-off will be conducted for quality assurance purposes.
8. CLIENT’s OBLIGATIONS
8.1 A dedicated internal resource shall be assigned by the Client at its cost. The business objectives and requirements shall be clearly defined by the Client.
8.2 The Client is responsible for conducting any additional review or testing on any deliverable. The Client shall provide in writing any deficiencies or additional requirements within 7 (seven) days of testing and completion of the Services.
9. MARKET MX OBLIGATIONS
9.1 Market MX shall render the Services with due care, skill and diligence.
9.2 Market Mx shall not advertise any content that is canvassing, touting, unethical, unprofessional, or misleading or in contravention of the rules and guidelines of the H PCSA.
9.3 Market MX warrants that it has the necessary infrastructure, facilities, skills, know-how and expertise to deliver the Services.
The Client acknowledges that the employees and consultants of Market MX who perform the Services are valuable resources. Accordingly, Client agrees that for the duration of the provision of the Services and for a period of 2 (two) years thereafter, it will not solicit any employee or consultant of Market MX to take up employment with Client as an employee, independent contractor, or consultant. Such undertaking shall not preclude the Client from making an offer to a person who submits an unsolicited response to a general advertisement for a position with Client.
11.1 Market MX and the Client (“the parties”) agree that any information in connection with delivery of the professional services or in connection with each other’s technical, industrial, or business affairs which has or may in any way come into the possession or knowledge of the other, may consist of confidential or proprietary data, disclosure of which to or use by third parties might be damaging to the party concerned.
11.2 Each of Market MX and the Client (“party”) will hold such information in the strictest of confidence to prevent copying thereof and not to make use thereof other than for its intended purpose. Each party shall take the necessary precautions to maintain secrecy and confidentiality of such information in respect of its directors, employees, agents and those of any assignee, sub-contractors, or other persons to whom such information may be disclosed. No disclosure by either party of these terms or business transactions shall be disclosed to third parties without the prior written consent of the other party.
Should disputes arise in relation to these terms and conditions, the designated representatives of the parties will endeavour to resolve the matter within 14 days. In the event that the designated representatives fail to resolve the dispute timeously, the dispute shall be adjudicated by the South Gauteng Local Division of the High Court, Johannesburg, to whose non-exclusive jurisdiction the parties submit.
13. FULL AGREEMENT
These terms and conditions are incorporated by reference into the quotation which, once signed, constitutes the full agreement between Market Mx and the Client and replaces all prior agreements between Market MX and the Client with regard to its subject matter. Any changes or additional terms and conditions are only binding if reduced to writing and signed by both parties.
14. LIMITATION OF LIABILITY
14.1 Neither party shall be liable, whether in contract, delict or otherwise, for any indirect or consequential damages including, but not limited to, loss of data, loss of profits, loss of custom and/or business foregone, whether foreseeable or not and whether in the contemplation of the parties at the time of the acceptance of these terms and conditions and any work authorisations, arising from or in connection with this these terms and conditions and any work authorisations.
14.2 The aggregate liability of Market Mx to the Client for any one or more claims relating to the Services, whether in contract, delict or otherwise, shall not exceed the total amount paid by the Client to Market Mx for the Services as at the date of the cause of action.
15. PRIVACY AND PROTECTION OF PERSONAL INFORMATION
Market MX and Client are each responsible for complying with their respective obligations under applicable privacy and protection of personal information laws governing Client data, including but not limited to the Protection of Personal Information Act, 4 of 2013 as amended.
Client remains solely responsible for determining the purposes and means of Market MX’s processing of Client data, including that processing will not place Market MX in breach of any applicable privacy and protection of personal information laws.
15.2 Restricted use.
Client data in the possession of Market MX, or to which Market MX may have access during the currency of this Agreement, may not be used, accessed or processed by Market MX personnel or third-party contractors for any purposes whatsoever other than as may be specifically required to enable Market MX to comply with its obligations in terms of this Agreement.
15.3 Security measures.
Market MX undertakes that, to the extent that it processes personal information for Client, it shall establish and maintain appropriate, reasonable, technical and organisational measures to prevent the loss of, damage to or unauthorised destruction of such personal information; and unlawful access to or processing of such personal information.
Client hereby indemnifies and holds Market MX harmless from any claim, damages, penalty or fine as a result of Client failing to comply with its obligations under this clause 15, including all legal costs incurred on an attorney-and-own-client basis.
On either party’s reasonable written request, the other party will provide the requesting party with the information that it has regarding Client data and its processing that is necessary to enable the requesting party to comply with its obligations under this clause and the applicable privacy, protection of personal information and access to information laws. The requesting party will reimburse the other party for its reasonable charges for its assistance.
15.6 Preservation of integrity of Patient data.
Both parties shall take reasonable precautions (having regard to the nature of their obligations under this Agreement), to preserve the integrity of patient data and to prevent any unauthorised access, corruption or loss of patient data.
15.7 Return of data.
On termination of this Agreement, each party shall return to the other party in the form in which it was received all of the other party’s data or information provided to the party for the purpose of the performance of this Agreement, provided it is lawful to do so.
16. DURATION AND TERMINATION
The agreement constituted by these terms and conditions as accepted by the Client (“Agreement”) shall commence on the Signature Date and endure for 12 (twelve) months (“Initial Term”), whereafter it shall, unless terminated earlier in accordance with its terms, automatically renew for further 12 (twelve) month periods (each, a “Renewal Term”), unless either party gives written notice of non-renewal to the other party at least 30 (thirty) days prior to the end of the Initial Term or any Renewal Term.
17.1 Client shall not be entitled to cede, assign, delegate or otherwise transfer the benefit or burden of all or any part of the Agreement without the prior written consent of Market MX.
17.2 Market MX shall be entitled to cede, assign, delegate or otherwise transfer the benefit or burden of all or any part of the Agreement without the consent of the Client, provided that Market Mx shall notify Client within a reasonable time of the event occurring.
18. BREACH AND TERMINATION18.1.1 Should either party (“Defaulting Party”)— commit a material breach of this Agreement and fail to remedy the breach within 14 (fourteen) calendar days of having been called on in writing by the other party to do so;
- should the Client:
22.214.171.124 fail to pay any invoice that is more than 60 (sixty) calendar days outstanding;
126.96.36.199 effect or attempt to effect a compromise or composition with its creditors; or
188.8.131.52 be provisionally or finally sequestrated, liquidated or placed under business rescue,
then the other party (in the case of clause 18.1.1) and Market MX (in the case of clauses 184.108.40.206, 220.127.116.11, and 18.104.22.168) may, in its discretion and without prejudice to its rights under the Agreement or in law, terminate this Agreement on written notice to the Defaulting Party (in the case of clause 18.1.1) or the Client (in the case of clauses 22.214.171.124, 126.96.36.199 and 188.8.131.52).
19. FORCE MAJEURE
19.1 Parties are not liable for force majeure. Neither party shall be liable for any failure to fulfil its obligations under the Agreement if and to the extent the failure is caused by any circumstances beyond its reasonable control, including flood, fire, earthquake, war, tempest, hurricane, industrial action, government restrictions or acts of God (“Circumstances of Force Majeure”).
19.2 Party affected to notify other Party. Should any event of force majeure arise, the affected party shall notify the other party without delay and the parties shall meet within 7 (seven) calendar days of the notice to negotiate and agree in good faith alternative methods of fulfilling its obligations under this Agreement, if any. In addition, Market MX shall continue to provide and Client shall continue to pay for those Services not affected by the event of force majeure.
19.3 If the Circumstances of Force Majeure continue for longer than 30 (thirty) days without the parties having negotiated and agreed alternative methods for the affected party to fulfil its obligations, the other party may terminate this Agreement on written notice to the affected party.
20.1 The parties choose as their domicilium citandi et executandi (“domicilium”), their respective addresses set out in clause 20.2 hereof, at which addresses all legal processes and notices arising out of or in connection with this Agreement and any breaches or termination, may validly be served upon or delivered to the parties.
20.2 As regards the Client, at the address on the front page of the Altron HealthTech Licence and Services Agreement under the heading “Practice (User) Details”.
20.3 As regards Market MX at:
35a 4th AVENUE, ILLOVO, JOHANNESBURG
Attention: The Managing Director
or at such other valid physical street address in the Republic of South Africa, not being a post office box or poste restante, of which the Party concerned may notify the other Party in writing.
20.4 Any notice given in terms of this Agreement shall be in writing and shall:
20.4.1 if delivered by hand, be deemed to have been duly received by the addressee on the date of delivery;
20.4.2 if posted by prepaid registered post, be deemed to have been received by the addressee on the 8th (eighth) Business Day following the date of such posting;
20.4.3 if sent electronically, shall be deemed to have been received on the first business day following the successful transmission thereof as evidenced by the electronic confirmation of receipt (unless the contrary is proven).
20.4.4 Notwithstanding anything to the contrary contained in this Agreement, a notice or communication actually received by a party other than at its chosen address or sent in another way than as provided for in terms of this clause 20, shall be an adequate written notice or communication to such party.
21.1 The parties shall not be liable to each other for any indirect or consequential loss or damage, loss of profit, revenue, anticipated savings, goodwill and business opportunity, whether arising from negligence or breach of contract or otherwise in connection with this Agreement and whether or not foreseen or foreseeable by either party or both parties at any time.
21.2 In the event that any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions shall remain valid and enforceable. Furthermore, the unenforceable, illegal and invalid provision(s) shall be modified to carry out to the full extent possible the intent of the provision(s) deemed unenforceable, invalid or illegal.
21.3 The waiver (whether expressed or implied), by a party of any breach of the terms of this Agreement by the other party, shall not prejudice any remedy of the waiving party in respect of any continuing or other breach of the terms hereof.
21.4 No failure, delay, relaxation or indulgence on the part of either party in exercising any power or right conferred on such party in terms of this Agreement shall operate as a waiver of such power or right nor shall any single or partial exercise of any such power or right preclude any other or further exercises thereof or the exercise of any other power or right under this Agreement.
21.5 This document embodies the whole and entire agreement concluded between the parties hereto in relation to the subject matter hereof and replaces all other agreements, terms, conditions, warranties and/or representations, whether oral or in writing, that was made or entered into by the parties prior to the conclusion of this Agreement.
21.6 No amendment, alteration, variation or consensual termination of this Agreement (including of this clause 21.6), shall be of any force or effect unless reduced to writing and signed by both Parties’ authorised signatories.
21.7 The requirement in clause 21.6 shall only be satisfied if such amendment, alteration or variation is made in a written, paper-based form.
21.8 This Agreement may be signed in any number of counterparts and the copies signed in counterpart shall each constitute an original and together shall constitute the Agreement. This shall include faxed and emailed copies of each counterpart.
21.9 This Agreement shall be governed by the law of the Republic of South Africa and the Parties hereby submit to the exclusive jurisdiction of the South African courts. This Agreement shall be governed by the laws of the Republic of South Africa and the Parties hereby submit to the exclusive jurisdiction of the South African courts.
ACCEPTANCE OF TERMS AND CONDITIONS:
Authorised signatory/ies on behalf of the Client (Practice) by ( full name) ____________________________
Who hereby warrants his/her/their authority that he/she/they have read the Terms and Conditions above, understand/s them and agree/s to be bound by them.