GENERAL TERMS AND CONDITONS | VEhSEh, Inc.

Version 1.0 | June 2, 2019
These terms and conditions apply to all quotations, agreements and services provided by VEhSEh Inc, headquartered at Great Soppo, Buea and registered under registration number TPPRR/RC/LBE/2019/B/056. VEhSEh provides a data management platform which enables users to manage their pharmacies both locally and remotely on the cloud, measure progress and obtain insights through data analytics that guide decision making. Please refer to pharma.vehseh.com/vehhealth/knowledgebase/ for detail information.

Article 1:

Definitions

  • Customer: any legal person or natural person acting in the course of his/her profession or business that enters into, or has entered into an Agreement with VEhSEh.
  • Agreement: any accepted quotation or other offer made by VEhSEh, these terms and conditions and any attachments to the quotation or the offer.
  • Confidential information: any information provided in any form whatsoever, either orally or in writing, electronically or in print, that is marked as confidential, which the parties should reasonably understand to be regarded as confidential.
  • Employees: any natural person employed or contracted by VEhSEh.
  • End Users: any end user of the Platform, including the Customer and anyone who makes use of the Platform on behalf of the Customer, such as employees or contractors of the Customer.
  • Fair Use: normal use of the Platform that does not significantly exceed normal customer usage patterns. The Customer will be considered to exceed normal customer usage patterns if the Customer uses more than twice the amount of data traffic and/or storage space used by other customers under similar circumstances.
  • Intellectual Property Rights: all intellectual property rights and related rights, including but not limited to copyrights, database rights, domain name rights, trademark rights, brand rights, patent rights and rights to know-how.
  • Materials: all materials, such as websites, (web)applications, software, documentation, training materials, logo’s, reports, concepts, images, texts and all other intellectual creations, as well as data carriers and media on which the materials are stored.
  • Office Hours: the time between 7:00 to 17:00 (GMT) on Monday to Saturday, excluding public holidays.
  • Platform: the cloud-based and the local data management platform of VEhSEh (vehHealth) made available to the Customer under the Agreement.
  • Local System: The local version of the platform (vehHealth) that is installed within the pharmacy for sales and management operations, and runs independent of internet connectivity.
  • Cloud (Online) System: the cloud-based version of the platform that the customer uses to remotely manage his/her pharmacy.
  • Services: any service that VEhSEh provides, or has an obligation to provide, to the Customer under the Agreement, such as making available and maintaining the Platform, and/or providing support and trainings regarding the Platform.

Article 2:

Conclusion and Priority

  • Any quotation or other offer made by VEhSEh is non-binding and valid for 30 days.
  • If the Customer requests VEhSEh to provide certain Services without awaiting a formal quotation of VEhSEh, the Customer shall compensate VEhSEh against the customary rates of VEhSEh for the specific services.
  • If the acceptance (whether on minor points or not) deviates from the offer, VEhSEh shall not be bound by it. In such case the Agreement shall not be concluded, unless VEhSEh explicitly indicates otherwise.

Article 3:

Performance of the Agreement

  • As soon as possible, after conclusion of the Agreement, VEhSEh shall provide the Services to the Customers. Dates and time limits mentioned by VEhSEh are estimates and shall not be regarded as final deadlines.
  • The Customer is obliged to assist VEhSEh if so far this is reasonably necessary and desirable to enable timely and correct performance of the Agreement. This means, inter alia, that the Customer: shall provide all information and other materials of which VEhSEh indicates that it is required, or of which the Customer should reasonably understand that is it necessary for the performance of the Agreement; shall grant VEhSEh access to all locations, services and accounts (such as web hosting accounts) under its control if sofar this is reasonably required for the performance of the Agreement.
  • The Customer represents and warrants that the information and materials provided to VEhSEh are complete and correct. VEhSEh is entitled, but is not obliged to verify the information and materials provided by the Customer.
  • If the information and other materials necessary for the execution of the Agreement are not at VEhSEh 's disposal, or not in time or not in accordance with the arrangements, VEhSEh shall, without prejudice to its other rights and remedies, be entitled to suspend the execution of the Agreement, or to wholly or partially terminate the Agreement.
  • VEhSEh will take into account reasonable requests of the Customer in the performance of the Agreement, or explain why the request cannot be met. If the Customer insists on execution of the request, VEhSEh will have the right to terminate the Agreement, or to carry out the request under the responsibility and risk of the Customer. VEhSEh can always require that a separate written agreement be entered into for that purpose.
  • If and when VEhSEh provides Services on the business premises of the Customer, or on another location appointed by the Customer, the Customer shall make available all reasonably desired facilities and resources (including its personnel) free of charge.
  • VEhSEh will have the right to engage third parties in the performance of the Agreement. The related costs shall be borne by VEhSEh, unless the parties explicitly agreed otherwise.

Article 4:

Additional Requests

  • In the event that the Customer requests for services or activities that fall outside the scope of the Agreement, the Customer will pay for such services or activities retrospectively on the basis of actual costs, at VEhSEh’s customary rates.
  • VEhSEh is not obliged to carry out additional requests and may demand that a separate Agreement is concluded for this purpose. The Customer accepts that its requests may influence the agreed or expected time of delivery and the mutual responsibilities of the parties.

Article 5:

Account and Configuration

  • Unless otherwise agreed upon, the Customer will be responsible for the configuration of the Platform. After configuration, the Platform can be accessed by entering account details (i.e. username and password) in the respective versions (Local system or Cloud System).
  • The Customer shall keep login credentials confidential and is aware that the loss of login credentials may lead to unauthorized access to the Platform. The Customer shall only allow employees access to the Platform and shall not disclose or transfer the login credentials to a third party. Damages caused by misuse of accounts or the use of same accounts by employees shall be the responsibility of the customer.
  • If login credentials are accidentally disclosed or otherwise become known to a third party, the Customer shall immediately inform VEhSEh and take all measures to prevent misuse of the Account.
  • All actions undertaken from an account of the Customer will be regarded as taking place under the responsibility and risk of the Customer. The Customer shall immediately report any (suspected) misuse of the account to VEhSEh so that appropriate measures can be taken, notwithstanding its own duty to immediately change the password for the account.

Article 6:

Use of Platform

  • The Customer represent and warrants that the Platform will not be used in violation of applicable law, the Agreement or any third-party rights (such as Intellectual Property Rights). The Customer shall indemnify and hold VEhSEh harmless from and against all claims and damages related to the aforementioned representations and warranties.
  • If VEhSEh observes or is notified by a third party of any (suspected) unlawful or unauthorized use of the Platform, VEhSEh shall have the right to take all reasonable measures to stop the (suspected) unlawful or unauthorized use. VEhSEh is not liable for any damage resulting thereof.
  • The Customer is not permitted to use the Platform (Online System) in a manner that causes hindrance for other customers or end users, or that may damage systems and networks of VEhSEh or third parties. This includes the use of scripts or programs for uploading or downloading large amounts of data beyond permitted limits.
  • The Customer shall inform the End Users on the contents of these general terms and conditions and ensures compliance therewith. The Customer shall indemnify and hold VEhSEh harmless for any claims and damages resulting from any breach of these general terms and conditions by the End Users.

Article 7:

Availability and Maintenance

  • VEhSEh will make all reasonable efforts to keep the Platform available as much as possible, but cannot guarantee uninterrupted availability.
  • Unavailability of the Local System after initial installation and running of system shall be a responsibility of the Customer unless otherwise identified as a fault of VEhSEh.
  • VEhSEh actively maintains the Platform. Maintenance causing impact to the availability of the Platform will be announced in advance and will, where possible, be carried out when use of the Platform is averagely low. Emergency maintenance however can be carried out at any moment and without prior notice.
  • VEhSEh may from time to time add or change functionalities of the Platform. Suggestions and feedback of the Customer are welcome, but ultimately VEhSEh decides which functionality will be added or changed.
  • VEhSEh shall announce major updates and upgrades at least 7 days in advance. Minor updates that, in the opinion of VEhSEh, do not affect the functionality of the Platform in a meaningful way, will be made without prior notice.

Article 8:

Support

  • The Customer is requested to consult the online documentation regarding the Platform via pharma.vehseh.com/vehhealth/knowledgebase/ before submitting a support request by e-mail or phone.
  • If the online documentation does not facilitate a solution, the Customer can contact the VEhSEh helpdesk via online chat or by e-mail (support@vehseh.com). The helpdesk is available during Office Hours. VEhSEh endeavours to respond to helpdesk requests as soon as possible.

Article 9:

Privacy and Data Protection

  • Any (personal) data stored or processed via the Platform remains the property of the Customer or the End Users. VEhSEh obtains a non-exclusive and non-transferable right to use the data for the performance of the Agreement.
  • If required by applicable privacy and data protection laws and regulations, the parties shall enter into a data processing agreement. In such event, the Customer will be considered to be the “controller” and VEhSEh will be considered to be the “processor”.
  • The Customer represents and warrants that it will only store or process personal or business data in a manner that is fully compliant with applicable (privacy and data protection) laws and regulations. The Customer shall indemnify and hold VEhSEh harmless from and against all claims of third parties related to the foregoing representations and warranties.
  • The privacy policy accessible via pharma.vehseh.com/privacy_policy/ shall operate in accordance with this article of the agreement.

Article 10:

Intellectual Property Rights

  • All Intellectual Property Rights regarding the Platform and any other Materials provided by VEhSEh under the Agreement remain with VEhSEh or its licensors.
  • VEhSEh grants the Customer a non-exclusive and non-transferrable license to use the Platform and other Materials for the term of the Agreement in accordance with the provisions contained therein. The Customer is explicitly not allowed to: make copies or use the Platform or the Materials in any manner that falls outside the scope of the Agreement; sublicense and distribute or otherwise make available the Platform or the Materials to third parties without prior written consent of VEhSEh; modify the Platform or Materials in any way, or remove or modify any designations regarding the Intellectual Property Rights of VEhSEh or its licensors; reverse engineer, decompile or otherwise attempt to derive the source code from the Platform, except to the extent permitted by mandatory law.
  • VEhSEh will have the right to implement technical measures in order to protect the Platform and Materials against unlawful or unauthorized use. If such measures are implemented by VEhSEh, the Customer is not allowed to circumvent or remove such measures.

Article 11:

Confidentiality

  • Each party that receives Confidential Information from the other party shall protect the confidentiality by a reasonable degree of care against unauthorized disclosure for the term of this Agreement.
  • Each party represents and warrants that employees who have a need to know the Confidential Information are bound to confidentiality provisions that are at least as stringent as the confidentiality provisions contained in this Agreement.
  • Confidential Information will not be disclosed to third parties without prior written consent of the disclosing party.
  • Confidential Information may be disclosed in response to a valid court or other governmental order, provided that (if permitted by such order) the disclosing party is notified as soon as possible after receipt of the order and given an opportunity to seek legal redress against such disclosure.
  • Information which would otherwise be Confidential Information shall not be deemed confidential to the extent that the receiving party proves by written records that the information: is lawfully obtained by the receiving party from sources available to the general public such as newspapers, patent databases or informative websites; is lawfully obtained by the receiving party from a third party, provided that the third party does not breach any confidentiality obligation towards the disclosing party; was already in the possession of the receiving party prior to the date on which it was issued by the disclosing party; or was developed by the receiving party independently and without the use of any information of the disclosing party.
  • Upon the first request of the disclosing party as well as directly after termination of the Agreement, the receiving party shall destroy or delete all Confidential Information in its possession and report that this has been carried out.

Article 12:

Liability

  • The Customer has the liability (responsibility) to keep the server (if applicable; some local installations may not require a server) from any physical bridge like stealing and unauthorized access by unknown persons.
  • The Customer has the liability (responsibility) to make available internet connectivity whenever needed to keep the Local System in sync with the Cloud System.
  • The liability(burden) of VEhSEh for damages incurred by the Customer on any ground whatsoever is limited per event (whereby a series of related events counts as one event) to the amounts paid by the Customer to VEhSEh during 3 months prior to the damage-causing incident (exclusive of VAT).
  • The liability(burden) of VEhSEh for consequential loss, loss of earnings, missed economies, immaterial damage, loss or leakage of data and damage due to business stagnation, is explicitly excluded.
  • Any liability limitations shall not apply if and insofar the damage is the result of willful misconduct or deliberate recklessness by the management of VEhSEh.
  • For there to be any right to compensation, the Customer must report the damages to VEhSEh in writing as soon as possible after the damage has occurred. Any claim for compensation shall be barred by the mere expiry of a period of 6 months after the damage-causing incident has occurred.

Article 13:

Payment Conditions

  • Any amounts due to VEhSEh, excluding the platform rental fee, will be invoiced in advance. The Customer shall pay the amounts due to VEhSEh within 30 days after the invoice date.
  • Payment of platform rental fee shall commence 7days after installation and configuration of platform. The platform rental fee shall be prepaid with a minimum deposit of 3 months for first time payment (Customer can start paying per month after the initial payment is exhausted or make deposits of more than one month). Amount to be paid by Customer shall be defined in the Customer’s platform account. ALL PAYMENTS shall be done through the Platform, using the Customer's account and the Available Methods of Payment (Mobile Money, Visa and Master Card). Customer shall be responsible for any charges during payment.
  • The Customer agrees to electronic invoicing. Complaints and disputes about an invoice shall never entitle the Customer to set-off or suspend payment of the invoice.
  • When an invoice is not paid within the payment term, the Customer shall be in default without the need for further notice. In addition to the amounts and the interest due, the Customer is then obliged to reimburse all extrajudicial and judicial costs, including the costs of lawyers, legal advisors, bailiffs and collection agencies.
  • When payment is not made within the payment term, VEhSEh is entitled to limit or block access to the Platform (Both local and cloud systems) and to suspend any Services provided until all outstanding amounts have been paid in full. VEhSEh is not liable for any damage resulting therefrom.
  • Any amounts due to VEhSEh are payable immediately if the Customer applies for suspension of payments, a petition for bankruptcy of the Customer has been filed, or if the business of the Customer is dissolved or terminated.
  • All amounts communicated by VEhSEh will be in the currency defined and exclusive of VAT and other applicable taxes.

Article 14:

Duration and Termination

  • The parties enter into the Agreement for the period mentioned in the quotation. If the quotation is inconclusive, the Agreement is entered into for a period of 1 year.
  • If the Agreement is entered into for a definite period of time, it shall be tacitly renewed by the same period as originally agreed upon, unless one of the parties provides a written notice of termination at least 1 month prior to the renewal.
  • Both parties have the right to terminate an Agreement entered into for an indefinite period of time by providing a written notice of termination at least 3 months prior to termination.
  • VEhSEh may suspend or terminate the Agreement with immediate effect by providing a written notice to the Customer in the event that: the Customer applies for suspension of payments, a petition for bankruptcy of the Customer has been filed, or the business of the Customer is dissolved or terminated; the Customer fails to comply with its obligations under the Agreement, or fails to do so fully or on time; or VEhSEh has a good reason to believe that the Customer will not comply with its obligations under the Agreement.
  • After termination of the Agreement (regardless of the reason therefor), VEhSEh will remove or delete the information and materials stored by the Customer. The Customer is responsible for exporting its data timely (before termination of the Agreement).
  • If VEhSEh suspends the performance of the Agreement, it retains its rights and entitlements under applicable law and the Agreement. If the Agreement is terminated, all claims of VEhSEh become immediately due and payable.

Article 15:

Price adjustments

  • If and when a supplier or subcontractor of VEhSEh increases its prices, VEhSEh shall have the right to change its prices accordingly.
  • If the Agreement involves a continuing performance, VEhSEh is entitled to annually increase its prices by a percentage equal to the inflation of the relevant service price index as published by the Cameroon Ministry of Finance.

Article 16:

Amendments

  • If the Agreement involves a continuing performance, VEhSEh preserves the right to make amendments, provided it announces the proposed changes to the Customer at least 30 days in advance. However, changes can be made without prior announcement if the changes: are of minor importance in the opinion of VEhSEh; or are necessary because of new or adapted laws or regulations.
  • If the Customer objects to the changes, VEhSEh will reconsider and withdraw the amendment if it considers the objection well-founded. However, if VEhSEh decides to implement the changes despite the objection, the Customer will have the right to terminate the Agreement as of the moment the changes enter into effect.

Article 17:

Applicable law and dispute resolution

  • The Agreement is governed by Cameroon law. Any dispute arising from the Agreement that cannot be resolved amicably shall be brought before the competent court in the principal place of business of VEhSEh.