Mobile Application End User Agreement
Please read this Mobile Application End User Agreement (“EUA”) carefully before downloading or using the Agnosys Care on Demand. (“Agnosys COD”) mobile application (“Mobile App”), which allows the Patient (‘’You’’) to access Agnosys’ internet-delivered service (“Service”) from Your mobile device.
This EULA forms a binding legal agreement between you (and any other entity on whose behalf you accept these terms) (collectively “You” or “Your”) and Agnosys (each separately a “Party” and collectively the “Parties”) as of the date you download the Mobile App. Your use of the Mobile App is subject to this EUA.
This Mobile Application End User Agreement (Hereinafter Referred To As “Eua’’) Dated And Effective This 2024-05-07
Between:
Agnosys Technologies Limited, a Private Company limited by shares, incorporated under the extant laws of the Federal Republic of Nigeria and having its registered office at 2a Deji Odunga Street, Anthony Village, Lagos Nigeria. (hereinafter referred to as , “Agnosys”) which expression shall where the context so admit include its successors in title and assigns) of the first part;
And:
[Username] (‘You and any other entity on whose behalf accept these terms) of [Username] who contracts with a Nurse or other medical professional (Healthcare Provider) through the intermediary platform of Agnosys, known as Agnosys COD. (hereinafter interchangeably referred to as ‘’You’’ ‘’Your’’ and ‘’Yours’’ ) which expression shall where the context so admits include its successors in title and assigns) of the second part;
Whereas:
- Agnosys is a technological entity providing various tech-enabled services, whether in the form of Business to Business (B2B), or Business to Consumer (B2C) value chain process;
- Agnosys Care on Demand (‘’Agnosys COD’’) is a digital healthcare platform operated by Agnosys, which serves patients in every step of their healthcare journey through data and technology. Agnosys COD is a marketplace platform connecting healthcare providers with users;
- Agnosys provides these services through digital bookings of Healthcare Providers, by users of its intermediary platform;
- The scope of the Agnosys’ obligations and the manner of performance is contained in this agreement. (Herein referred to as “Scope of Services and Manner of Performance”)
- Both parties have agreed to the terms and conditions set forth in this agreement.
Now, therefore, in consideration of the faithful performance of the obligations set forth herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Agnosys and You hereby agree as follows:
- Definitions and Interpretations
In this Agreement, and in the annexure to this Agreement:
- 1. 1clause headings are for convenience and do not in any way affect
the interpretation of the provisions of this End User Agreement;
- 1. 2unless the context indicates a contrary intention, an expression
which identifies, suggests or specifies;
- 1. 2. 1any gender includes the other genders;
- 1. 2. 2a natural person includes a juristic person and vice versa:
- 1. 2. 3the singular includes the plural and vice versa;
- 1. 2. 4a reference to a party in a document includes that party’s
successors, heirs and permitted assigns;
- 1. 2. 5where the day on or by which anything to be done is not business day, it shall be done on or by the first day thereafter being a business day;
- 1. 2. 6reference to a document includes an amendment or supplement or replacement or notation of that document, and
- 1. 2. 7where figures are referred to in numerals and words, the words
shall prevail where there is a conflict or inconsistency between
both.
1.2When any number of days is prescribed in this Agreement, same shall be calculated exclusively of the first and inclusively in the last, unless the last day is not a business day, in which case, the last day shall be the first business day thereafter.
1.3If any provision is a definition (or under this heading “Interpretation” and or any other heading in this Agreement) and is a substantive provision conferring rights or imposing obligations on any party, notwithstanding that it is only in the definition (or such other clause), it shall have effect as if it were a substantive provision in the body of the Agreement.
The following words shall have the meanings set forth below:
‘Agreement’ means this End User Agreement;
‘Commencement Date’ means the date this agreement is concluded and signed by both parties;
‘Geriatric and Dependency Care, Special Needs, and Specific Care, and Event Nursing” means all services rendered by the Consultant;
‘Termination means the date in which either party decides to end this relationship
Agnosys provides the underlisted services and where necessary, depending on Your medical needs, Agnosys will always confirm the specific medical needs suitable for You.
- Geriatric and Dependency Care
You can search for a Healthcare Provider, make an instantaneous booking and rate and improve Your geriatric or dependency healthcare experience through consultation with a Healthcare Provider. The duration lasts for Ten (10) to Twelve (12) Hour Work Duration.
- Special Needs (physiotherapy, midwifery etc.):
You can search for a Healthcare Provider, make an instantaneous booking, rate and improve Your geriatric or dependency care healthcare experience through consultation with a Healthcare Provider. The duration of Scheduled sessions are to be decided by Healthcare Provider (3-minute session, 2-hour session etc)
You can search for a Healthcare Provider, make an instantaneous booking, rate and improve Your healthcare experience for a particular event.
You can search for a Healthcare Provider, make an instantaneous booking and rate and improve Your healthcare experience for specific care (e.g. injection, wound dressing, infusion change, health measurement – BP, blood sugar etc.): The duration is less than 1 hour.
Agnosys grants You a revocable, non-exclusive, non-transferable, limited license to download, install, and use the Mobile App strictly in accordance with this EUA and the Terms and Conditions Annexed to this Agreement.
Your use of the Mobile App requires that you have an account with and agree to the Terms and Conditions.
- Changes to this EULA.
Agnosys reserves the right to modify this EUA at any time and for any reason. Agnosys will post the most current version of this EUA www.agnosyshealth.com. If Agnosys makes material changes to this EUA, You will receive notification via the Mobile App. Notwithstanding the foregoing, You are responsible for complying with the updated terms posted online at Agnosys website even if these updated terms appear online at Agnosys website before being posted on the Mobile App. Your continued use of the Mobile App after Agnosys publishes notice of changes to this EUA indicates Your consent to the updated terms.
- No Included Maintenance and Support.
Agnosys may deploy changes, updates, or enhancements to the Mobile App at any time. Agnosys may provide maintenance and support for the Mobile App, but has no obligation whatsoever to furnish such services to You and may terminate such services at any time without notice. You acknowledge that neither Apple (for iOS Mobile App) nor Google (for Android Mobile App) has an obligation to furnish any maintenance or support services in connection with the Mobile App.
- Acceptable Use.
You agree that You will not use or encourage others to use the Mobile App or Services, as accessed through the Mobile App in a way that could harm or impair others’ use of the Mobile App or the Subscription Service. You also agree not to violate the usage limits or controls set forth by:
(a) the App Store Terms of Service, for iOS users accessing the Mobile App on an Apple product,
(b) Google Play Terms of Service for Android users accessing the Mobile App on an Android product.
- 6. Privacy.
In order to operate and provide the Services and the Mobile App, Agnosys may collect certain information about You, including technical and telemetry data related to your use of the Mobile App. We use third party service providers to help us collect and analyze this data, including Analytics. Agnosys uses and protects that information in accordance with the Agnosys Privacy Notice (a current version of which can be found at www.agnosyshealth.com.
- Consent to Electronic Communications and Solicitation.
By downloading the Mobile App, You authorize Agnosys to send You (including via email and push notifications) information regarding the Services and the Mobile App, such as:
(a) notices about Your use of Agnosys’ services and the Mobile App, including notices of violations of use;
(b) updates to Agnosys services and Mobile App and new features or products; and;
(c) promotional information and materials regarding Agnosys's products and services.
You can review Your account notification settings and adjust Your messaging preferences, including opting-in to additional messages or unsubscribing to certain messaging through the “Push Notifications” section of the Mobile App settings.
- No Warranty.
Your Use Of The Mobile App Is At Your Sole Risk. The Mobile App Is Provided On An “As Is” And “As Available” Basis. Agnosys Expressly Disclaims All Warranties Of Any Kind, Whether Express Or Implied, Including The Implied Warranties Of Merchantability, Fitness For A Particular Purpose And Non-Infringement.
The Mobile App is only available for supported devices and might not work on every device. Determining whether Your device is a supported or compatible device for use of the Mobile App is solely Your responsibility, and downloading the Mobile App is done at Your own risk. Agnosys does not represent or warrant that the Mobile App and Your device are compatible or that the Mobile App will work on Your device.
- Suspension and Termination of the Mobile App.
Agnosys reserves the right to suspend or terminate Your access to the Mobile App at any time based on the status of Your account. You understand that if Your account is suspended or terminated, You may no longer have access to the content that is stored within our Service.
- Intellectual Property Rights.
In the event of a third party claim that the Mobile App, or Your possession and use of the Mobile App, infringes third party’s intellectual property rights, Agnosys will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
- Governing Law.
This EUA shall be governed by and construed in accordance with the Laws of the Federal Republic of Nigeria.
- 13. Contact Information.
If You have any questions regarding this EUA, please contact Agnosys by email at legal@Agnosys.com, by phone at 0818157900
- Third Party Beneficiaries.
This EUA is executed between You and Agnosys and not between you and any other party. Agnosys is not responsible for any applicable third-party agreement between You and Your any third-party, including your wireless provider.
- 15. Your Obligations & Liabilities
- You are required, at all times, to provide accurate information to the Healthcare Provider, you opt for on Agnosys intermediary platform, including present complaints, past illnesses, hospitalizations, medications, allergies, noticed risks in care, unforeseen changes in your condition and other matters relating to your health. Where you fail to fully disclose accurate information as required for your care or treatment, and liability arises as a result, neither your Healthcare Provider nor Agnosys shall be liable jointly or severally.
- You are required to ask questions, from your HealthCare Provider you do not understand about your care. Where liability or damage arises on the basis of your neglect, omission or failure to ask questions regarding your care from your HealthCare Provider, neither your Healthcare Provider nor Agnosys shall be liable jointly or severally
- You are responsible for following the care, service or treatment plan developed by your Healthcare Provider. You should express any concerns you have about ability to follow and comply with the proposed care plan or course of treatment. Where liability or damage arises on the basis of your neglect, omission or failure to follow the care, service or treatment plan developed by your Healthcare Provider, neither your Healthcare Provider nor Agnosys shall be liable jointly or severally
- You are required to ensure your Home, Office or other designated venue of receiving care or treatment is safe, secure and convenient for the Healthcare Provider to work. Where personal or proprietary liability or damage arises to your Healthcare Providers or Agnosys, on the basis of your neglect, omission or failure to provide a safe, secure and conducive environment for your Healthcare Provider to care for you, you shall be fully liable to indemnify your Healthcare Provider and Agnosys to the extent of such liability or damage
- You are required to contact your assigned Healthcare Provider through communication channels specified by Agnosys. In the event, you breach your obligations on communication with your Healthcare Provider, you shall be fully liable for any damage arising from a compromise of care, or treatment initiated through such inappropriate communication channel
- You are required to refrain from, or prevent, any form of assault on your Healthcare Provider whether physical, sexual, psychological, emotional or otherwise, in nature. Where you occasion or participate in, whether directly or indirectly, in inflicting physical, sexual, psychological, emotional assault on your Healthcare Provider, you shall be fully liable for the liabilities arising to Agnosys and the Healthcare Provider for such assault. The involvement of law enforcement agencies shall not extricate you from the responsibility of costs, compensation and indemnity.
- You are required to meet your financial commitments to Agnosys directly, and not to your Healthcare Provider. On no occasion are you required to induce, entice or provide your Healthcare Provider with money, jewellery or any favour whatsoever.
- 16. Obligations and Liabilities of Agnosys
- Agnosys and its Healthcare Providers, are required, at all times, to provide the best care possible considering the care a reasonable Healthcare Provider of the same cadre, and experience, and in the same circumstances would provide. However, the extent of care and treatment provided shall not exceed the allocated level of service you have opted for, within the range of our suite of services.
- Agnosys and its Healthcare Providers are required at all times, especially upon request to provide you with accurate information concerning your medical status. However, this shall not exceed information your Healthcare Provider is trained and contracted to provide you with, based on Your disclosure to your Healthcare Providers as set forth in Paragraph 15 (a) of this EUA.
- We shall maintain a reasonable level of privacy and confidentiality regarding your health conditions and any other personal information.
- We shall demonstrate respect for you in our dealings with you regardless of race, sex, economical status or other discrimination factors.
- Payment Methods
The methods of payment for Agnosys services include, Online Transfer, Direct Bank Transfer, and Payment Processing Platforms. Payments will be inclusive of applicable taxes where required by law.
- Refund Policy
18.1 A full refund to You is triggered by the following scenarios:
18.1.1 If You have paid in advance, and cancels the reservation prior to the appointment time.
18.1.2 When the patient had paid in advance and the Health Care Provider does not show-up to the scheduled appointment.
18.2 We do not refund You where You are unsatisfied with the medical service provided.
18.3 Refund to You occurs during incorrect billing or wrongly deducted charges.
- Limitation of Liability
You understand at all times, that Agnosys is an intermediary platform responsible for matching and connecting You with Healthcare Providers. Agnosys shall neither be liable for any tort, crime, misconduct or professional negligence of any Healthcare Provider.
- 20. Non-Exclusivity
You acknowledge and understand that Agnosys and its Healthcare Providers shall be free to render services to others and that the Healthcare Provider does not make its services available exclusively to You.
- Force Majeure
21.1. For the purposes of this Agreement
(a) “Force Majeure” means an event which is beyond the reasonable control of a Party, and which makes a Party’s performance of its obligations hereunder impossible or so impractical as reasonably to be considered impossible in the circumstances, and includes, but is not limited to, war, riots, civil disorder, pandemics, epidemics, health and safety hazards, earthquake, biological attacks, fire, explosion, storm, flood or other adverse weather conditions, strikes, lockouts or other industrial action (except where such strikes, lockouts or other industrial action are within the power of the Party invoking Force Majeure to prevent), confiscation or any other action by government agencies.
(b) Force Majeure shall not include
(i) any event which is caused by the negligence or intentional action of a Party or such Party’s agents or employees, nor
(ii) any event which a diligent Party could reasonably have been expected to both take into account at the time of the conclusion of this Agreement, and avoid or overcome in the carrying out of its obligations hereunder.
(c) Force Majeure shall not include insufficiency of funds or failure to make any payment required hereunder.
21.2 The failure of a Party to fulfil any of its obligations hereunder shall not be considered to be a breach of, or default under, this Agreement in so far as such inability arises from an event of Force Majeure, provided that the Party affected by such an event has taken all reasonable precautions, due care and reasonable alternative measures, all with the objective of carrying out the terms and conditions of this Agreement.
21.3 Measures to be taken
(a) A Party affected by an event of Force Majeure shall take all reasonable measures to remove such Party’s inability to fulfil its obligations hereunder with a minimum of delay.
(b) A Party affected by an event of Force Majeure shall notify the other Party of such event as soon as possible, and in any event not later than 14 (fourteen) days following the occurrence of such event, providing evidence of the nature and cause of such event, and shall similarly give notice of the restoration of normal conditions as soon as possible
(c) The Parties shall take all reasonable measures to minimize the consequences of any event of Force Majeure.
- 1. 1This Agreement and rights of the Parties hereunder shall be governed by and construed in accordance with the Laws of the Federal Republic of Nigeria
- 1. 2All disputes shall, if possible, be resolved amicably by negotiation between the Parties. Upon written notice from any Party requesting a meeting to settle a Dispute, the parties shall meet to attempt to settle. If the Dispute is not settled amicably within a period of twenty (20) days from the receipt of such written notice, then any party may refer the dispute to mediation in accordance with the Lagos Multi Door Court House Mediation Rules, which procedure is deemed to have incorporated by reference into this clause
- 23.Intellectual and other Proprietary Rights
You agree that the intellectual property rights in services provided underthis EUA including all rights, titles, interests and privileges in the under theservices, products and brand including any invention made in the course ofimplementation and operation shall be vested in Agnosys.
- Assignment:
You are prohibited from transferring or assigning this EUA to a 3rd party.
This EUA and the Terms and Conditions which is incorporated here by reference constitute the entire agreement of the parties with respect to the matters addressed herein and no modifications to the rights of Parties except expressly agreed upon by Parties.
In witness whereofAgnosys and You have caused this Agreement to be executed below on the above-mentioned date.