Terms and Conditions

StazaCare Practice Management Platform

A product of Stazalog (Pty) Ltd, Registration No. 2018/235771/07

These Terms and Conditions ("Terms") are entered into between Stazalog (Pty) Ltd, Registration No. 2018/235771/07, trading as StazaCare ("StazaCare", "we", "us", "our"), and the dental practice, business, or juristic entity that registers for and subscribes to the StazaCare platform (the "Practice", "you", "your"), acting through its owner or other duly authorised representative. By registering for, accessing, or using the StazaCare platform (the "Platform"), the Practice's authorised representative accepts these Terms on the Practice's behalf and confirms they have authority to bind the Practice.

Annexure A (the Operator Agreement) forms part of, and is incorporated by reference into, these Terms and governs the processing of personal information. In the event of a conflict between the body of these Terms and Annexure A regarding the processing of personal information, Annexure A prevails.

1. Definitions and Interpretation

• "Business Day" means any day other than a Saturday, Sunday, or public holiday in the Republic of South Africa.

• "Content" means all data, records, and information uploaded to, or generated within, the Platform by or on behalf of the Practice, including Patient Personal Information.

• "Fees" means the subscription fees, SMS credit charges, and any other amounts payable by the Practice as described in Clause 6 and the Refund and Payment Terms.

• "Patient" means a patient of the Practice whose information is recorded on the Platform.

• "Initial Term" means the fixed 12-month period described in Clause 5.1.

• "POPIA" means the Protection of Personal Information Act 4 of 2013.

• "Practice Data" has the same meaning as Content.

• "Monthly Fee" means the fixed monthly subscription fee described in Clause 6.1.

• "Subscription Term" means the Initial Term together with any renewal term described in Clause 5.3, for as long as the Practice's subscription continues.

• References to "writing" include email, and notices given through in-Platform notifications, unless otherwise specified.

2. The Platform and Services

2.1 StazaCare provides a multi-tenant, cloud-based practice management platform for dental practices, comprising patient management, appointment scheduling, clinical visit documentation, laboratory work tracking, billing and invoicing, marketing campaigns, automated reminders and recalls, and related administrative tools, as further described on our website, provided on a single standard subscription basis described in Clause 5.

2.2 StazaCare may add, modify, or discontinue features of the Platform from time to time, provided that we will give reasonable notice of any change that materially reduces the core functionality of the Platform.

2.3 The Platform is a tool to support the Practice's management of its business and patient records. StazaCare does not provide dental, medical, or clinical advice, and is not responsible for the clinical accuracy, adequacy, or appropriateness of any clinical content, diagnosis, treatment plan, prescription, or sick note entered into the Platform by the Practice or its practitioners. Responsibility for clinical decisions and record accuracy rests solely with the Practice and its registered practitioners.

3. Registration and Accounts

3.1 To use the Platform, the Practice must register for an account and provide accurate, current, and complete information. The Practice is responsible for maintaining the accuracy of that information.

3.2 The Practice is responsible for all activity that occurs under its account and the accounts of Users it creates (owners, administrators, doctors, receptionists, and lab technicians), and for maintaining the confidentiality of login credentials.

3.3 The Practice must notify StazaCare promptly, in writing, of any suspected unauthorised access to or use of its account.

3.4 The Practice is responsible for assigning appropriate roles to its Users and for ensuring that each User only receives the level of access to Patient Personal Information necessary for their function, consistent with the Practice's own confidentiality and professional obligations.

4. Practice Obligations

4.1 The Practice warrants that it is lawfully entitled to operate a dental practice in South Africa and that its registered practitioners hold all licences and registrations required by the Health Professions Council of South Africa or other applicable regulatory body.

4.2 As the Responsible Party for Patient Personal Information, the Practice is responsible for:

• obtaining any consent from Patients required under POPIA, including consent for marketing communications, before recording that consent on the Platform;

• ensuring the lawfulness, accuracy, and adequacy of Patient Personal Information entered onto the Platform;

• responding to Patient requests to exercise their rights under POPIA, with StazaCare's reasonable assistance as described in Annexure A;

• complying with all professional, clinical, and record-keeping obligations applicable to the Practice, independently of the Platform's functionality.

4.3 The Practice will not use the Platform to:

• upload or transmit any unlawful, defamatory, or infringing content;

• attempt to gain unauthorised access to the Platform, other tenants' data, or StazaCare's systems;

• reverse engineer, decompile, or attempt to extract the source code of the Platform, save to the extent such restriction is not permitted by law;

• use the Platform to send unsolicited communications otherwise than in accordance with Clause 4.2 and applicable law.

5. Subscription Term

5.1 The Practice's subscription is for a fixed initial term of 12 months (the "Initial Term"), commencing on the date the Practice registers for the Platform. StazaCare does not offer a free trial period; payment of the first Monthly Fee is due immediately upon registration. The Practice pays the Monthly Fee described in Clause 6.1, billed monthly in advance, for a total Initial Term value of R8,988.00 (excluding VAT, where applicable).

5.2 The Practice may cancel its subscription within seven (7) days of its first payment without incurring the early-cancellation administrative fee described in Clause 9.4, and will receive a full refund of that first payment, all in accordance with the Refund and Payment Terms published alongside these Terms.

5.3 On expiry of the Initial Term, the subscription renews automatically for successive further 12-month terms on the same basis, unless either party gives the other at least 30 days' written notice, before the end of the then-current term, that it does not wish to renew, or unless the Practice cancels in accordance with Clause 9 or the Refund and Payment Terms.

5.4 The StazaCare platform is offered on a single standard subscription basis; there are no differentiated subscription tiers. All subscribing Practices receive the same Platform functionality, subject to Clause 2.2.

6. Fees and Payment

6.1 The Practice will pay a fixed monthly subscription fee of R749.00 (excluding VAT, where applicable) (the "Monthly Fee"), billed monthly in advance for the duration of the Subscription Term, in accordance with the Refund and Payment Terms published alongside these Terms.

6.2 All Fees are processed through PayFast (Pty) Ltd. StazaCare does not store the Practice's card or bank account details.

6.3 Fees are exclusive of value-added tax (VAT) unless stated otherwise, and VAT will be added at the applicable rate where required by law.

6.4 StazaCare may change the Monthly Fee from time to time, provided that any increase will not take effect earlier than 30 days after notice to the Practice, will not apply retrospectively to a month already paid for, and will not apply during the remainder of a then-current Initial Term unless the Practice consents.

7. Intellectual Property

7.1 The Platform, including its software, design, branding, documentation, and all associated intellectual property rights, is owned by or licensed to Stazalog (Pty) Ltd. These Terms grant the Practice a limited, non-exclusive, non-transferable right to use the Platform for its internal business purposes during the Subscription Term, and no other rights are granted.

7.2 The Practice retains all rights in Practice Data. The Practice grants StazaCare a limited licence to host, process, and display Practice Data solely for the purpose of providing the Platform and performing StazaCare's obligations under these Terms and Annexure A.

7.3 The Practice may not use StazaCare's name, logo, or trademarks without prior written consent, save to identify that it is a StazaCare subscriber in the ordinary course of business.

8. Confidentiality

8.1 Each party will keep confidential the other party's confidential information disclosed in connection with these Terms, and will use it only for the purposes of these Terms, save where disclosure is required by law or by a regulator or professional body of competent jurisdiction.

8.2 This Clause 8 does not limit StazaCare's obligations in respect of Patient Personal Information, which are separately governed by Annexure A and the Privacy Policy.

9. Suspension and Termination

9.1 Either party may terminate these Terms for convenience on 30 days' written notice to the other party, subject to the Refund and Payment Terms in respect of any amounts already paid.

9.2 StazaCare may suspend or terminate the Practice's access to the Platform:

• for non-payment of Fees, on 7 days' written notice, unless payment (or a bona fide dispute of the amount) is received within that period;

• for any other material breach of these Terms, on 14 days' written notice, unless the breach is remedied within that period;

• with immediate effect and without prior notice, where StazaCare reasonably believes the Practice's use of the Platform poses an imminent security risk, involves unlawful conduct, or risks harm to StazaCare, other Practices, or Patients, in which case StazaCare will give notice as soon as reasonably practicable thereafter.

9.3 On termination, Clause 11 of Annexure A (Return or Deletion of Patient Personal Information) applies. Termination does not relieve the Practice of its obligation to pay Fees accrued and due up to the date of termination.

9.4 Cancellation by the Practice during the Initial Term or any renewal term is governed by the Refund and Payment Terms published alongside these Terms. Where the Practice cancels its subscription after the initial refund window described in the Refund and Payment Terms but before expiry of the then-current 12-month term, the Practice will pay StazaCare a once-off early-cancellation administrative fee of R2,000.00 (excluding VAT, where applicable), reflecting the reasonable administrative cost to StazaCare of processing the early exit, including account closure and the export or deletion of Practice Data in accordance with Annexure A. This fee will be charged to the payment method held on file with PayFast within 48 hours of the Practice's cancellation request. On payment of that fee, the Practice will not be billed the Monthly Fee for any further month after the effective date of cancellation, and will have no further payment obligation to StazaCare in respect of the remainder of the Initial Term or renewal term, save for Fees already accrued and due as at the effective date of cancellation. No early-cancellation administrative fee is payable where the Practice elects not to renew at the expiry of the Initial Term or a renewal term in accordance with Clause 5.3.

9.5 The Practice may deactivate individual Users at any time through the Platform's administrative functionality.

10. Availability and Support

10.1 StazaCare will use reasonable commercial efforts to maintain the availability of the Platform, but does not warrant uninterrupted or error-free operation. Planned maintenance will, where reasonably possible, be scheduled outside of standard business hours (08:00–17:00 South African time, Monday to Friday) and notified to Practices in advance.

10.2 StazaCare provides support in respect of the Platform's functionality via the contact details in Clause 17. StazaCare is not responsible for issues arising from the Practice's own internet connectivity, hardware, or third-party software not provided by StazaCare.

11. Warranties and Disclaimers

11.1 StazaCare warrants that it will provide the Platform with reasonable skill and care, materially in accordance with its published functionality.

11.2 Save as expressly stated in these Terms, the Platform is provided "as is" and StazaCare disclaims all other warranties, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, to the maximum extent permitted by South African law.

11.3 Nothing in these Terms excludes or limits either party's liability to the extent such exclusion or limitation is not permitted under the Consumer Protection Act 68 of 2008, POPIA, or any other applicable law.

12. Limitation of Liability

12.1 Subject to Clauses 11.3 and 12.3, each party's total aggregate liability to the other arising out of or in connection with these Terms, whether in contract, delict, or otherwise, is limited to the total Fees paid by the Practice to StazaCare in the 12 months immediately preceding the event giving rise to the claim.

12.2 Subject to Clauses 11.3 and 12.3, neither party is liable to the other for any indirect, special, or consequential loss, including loss of profit, loss of business, or loss of goodwill, even if that party had been advised of the possibility of such loss.

12.3 Nothing in this Clause 12 limits or excludes either party's liability for:

• death or personal injury caused by that party's negligence;

• fraud or fraudulent misrepresentation;

• wilful misconduct or gross negligence;

• breach of the confidentiality obligations in Clause 8;

• infringement of the other party's intellectual property rights;

• a party's own non-compliance with POPIA, to the extent such liability cannot lawfully be limited or excluded.

13. Indemnity

13.1 The Practice indemnifies StazaCare against any claim brought by a third party (including a Patient) arising from the Practice's breach of Clause 4 (Practice Obligations), the Practice's unlawful processing of Patient Personal Information, or clinical content entered onto the Platform by the Practice or its practitioners, save to the extent caused by StazaCare's breach of these Terms or Annexure A.

14. Force Majeure

14.1 Neither party is liable for any failure or delay in performing its obligations (other than an obligation to pay money) caused by circumstances beyond its reasonable control, including load shedding, internet or telecommunications outages, natural disaster, pandemic, or act of government, provided that the affected party notifies the other party promptly and uses reasonable efforts to mitigate the effect of the event.

15. Dispute Resolution

15.1 The parties will first attempt to resolve any dispute arising out of or in connection with these Terms through good-faith negotiation between their respective representatives within 15 Business Days of a written request by either party.

15.2 If a dispute is not resolved under Clause 15.1, it will be referred to and finally resolved by arbitration in Johannesburg, administered by the Arbitration Foundation of Southern Africa (AFSA) in accordance with its rules, before a single arbitrator agreed between the parties or, failing agreement, appointed by AFSA. The arbitration will be conducted in English and will be confidential.

15.3 Nothing in this Clause 15 prevents either party from approaching a court of competent jurisdiction for urgent interim relief.

16. General

16.1 Governing law: These Terms are governed by the laws of the Republic of South Africa.

16.2 Entire agreement: These Terms, together with Annexure A, the Privacy Policy, and the Refund and Payment Terms, constitute the entire agreement between the parties regarding the Platform and supersede all prior agreements on the subject matter.

16.3 Variation: StazaCare may amend these Terms from time to time by posting updated Terms on our website or notifying the Practice through the Platform, with at least 30 days' notice of any material change. Continued use of the Platform after the effective date of a change constitutes acceptance of the amended Terms.

16.4 Assignment: The Practice may not cede, assign, or delegate its rights or obligations under these Terms without StazaCare's prior written consent. StazaCare may assign these Terms in connection with a merger, acquisition, or sale of substantially all its relevant business assets, subject to equivalent protections for Patient Personal Information being maintained.

16.5 Severability: If any provision of these Terms is found unlawful or unenforceable, that provision will be severed and the remaining provisions will continue in full force and effect.

16.6 No waiver: No failure or delay by either party in exercising any right under these Terms operates as a waiver of that right.

16.7 Notices: Notices under these Terms must be given in writing to the contact details in Clause 17, or, in the case of notices to the Practice, may be given through the Platform's notification functionality or to the email address registered against the Practice's account.

17. Contact Details

Company	Stazalog (Pty) Ltd, trading as StazaCare
Registration number	2018/235771/07
Telephone	082 304 4740
Email	stazalog@gmail.com

Annexure A (Operator Agreement) is incorporated by reference and forms part of these Terms. The Privacy Policy and Refund and Payment Terms are published separately and also form part of the agreement between the parties.