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Bespoke Surgical Institute Deep Health Clinical Analysis Technology Platform

Centre to the capture, storage, processing and analysis of Patient Personal Data and medical history is a practice management technology platform known as Bespoke Surgical Institute Deep Health (BSIDH). A Patient Data Master File (PDMF) is created on BSIDH which serves as a Single Electronic Health Record (SEHR). The system serves multiple purposes which include the SEHR and the analyses of anonymised patient data such as clinical diagnoses and co-morbidities, using advanced Artificial Intelligence algorithms to determine Value Based Medical outcomes, also known as Value Based Care (VBC). VBC cannot be achieved without the processing and analysis of anonymised patient personal (demographic) and medical data.

Only Healthcare Practitioners licensed to use BSIDH can access patient data, but cannot randomly or ad-hoc access a PMDF that is not their own Patient or, that has not been directly referred to them by the primary Specialist for a second, professional opinion or a diagnoses in another area of surgical expertise.

Infrastructure of a typical small to medium size surgical practice

This will consist of, at a minimum, a practice Receptionist, an Administration expert, a Patient Care Associate and a Finance / Billing expert including the Specialist. In large surgical practices there will be multiple people performing these functions. For reasons of annual leave, maternity leave, sick leave and vacancies, a single person can perform more than one role in a practice.

Patient Process Flow through a Medical Practice

The Patient data is provided at first visit (consult). Patient data is captured electronically on the BSIDH Practice Management System. This can be achieved in one of three ways – The Patient can:

visit the practice’s web page, book a consultation and in the comfort of their own home, provide their personal data, medical history and submit any supporting documents such as ID, GP referral letter, medical aid details and medical reports/tests,
arrive at the practice and provide the same information as point i), but using an electronic tablet connected to the BSIDH system via wifi. In this instance, the Receptionist will request the supporting documentation and scan it into the BSIDH system or,
provide the same information as above but in the traditional manner of completing a form with pen and paper

In any of the three processes set out above, the Medical Receptionist will be the first to view and access the data to check for accuracy and completeness before confirming the consult in the BSIDH Practice Management System and creating the SEHR Patient Data Master File (PDMF) in BSIDH.

If the Patient has no medical aid cover, the consultation fee is paid upfront and payment can be done via cash or credit card. The Patient's data is used (processed) by the practice’s Medical Receptionist to complete the payment transaction. An invoice is provided for the service fee.

Next User is the Specialist who accesses the PMDF on the BSIDH system prior to consultation. After consult, the Specialist will update the Patient medical history and capture the clinical notes on BSIDH, based on their clinical diagnoses. He/she will record the ICD10 code (for Medical Aid) and the treatment protocol including the procedure codes (Not all treatment protocols require a surgical intervention or hospital admission). After updating the Patient records, the Specialist closes the PMDF.

Patient Care Associate

The Patient Care Associate accesses the PDMF to view the Specialist’s treatment/procedure instructions and acts on them accordingly. The Patient Care Associate will update the PMDF with relevant data related to acting on the Specialist’s instructions such as dates and times (E.g Hospital Admission). The Patient Care Associate will add the Patient to the Specialist’s theatre list.

Practice Administrator

The Practice Administrator will access the PDMF to arrange any tests the Specialist requires including providing the Patient with referral notes to see other medical specialists or Allied Healthcare Workers such as Dieticians, Physiotherapist, or other surgical specialists. The Practice Administrator may also provide the patient with supporting documentation for the Patient’s medical aid to obtain pre-hospital authorisation in the event of a procedure requiring hospitalisation.

Finance/Accounting Department

Second to last, the Finance/Accounting Department will access the PMDF to complete the billing process by checking that all ICD10 codes and procedure codes have been correctly captured and then submit the Surgeon’s account to the Patient’s medical aid (if applicable), for payment.

BSIDH System

Lastly, as BSIDH is a third-party service provider to the medical practice, the patient data is stored, processed, and analysed within the secure confines of the BSIDH system. No external or unaffiliated parties have access to any practice or patient records within the BSIDH cloud environment.

Sharing of data to Third Party Service Providers

Third Party Service Providers

The Patient's personal and medical data is shared across four different Third Party Service Providers platforms at any given time:

In need, the Specialist will compile a medical report of his/her conclusions and send this report back to the referring GP for his/her practice records and/or,
The Patient's personal and medical data will be shared with multi-disciplinary medical teams such as Dieticians, Physios, and other surgical specialists who will access the PMDF directly from the BSIDH PMDF and/or,
The practice Finance/Accounts Admin will send the patient's personal data relating to the consult and cost of treatment to the Patient's medical aid (where applicable). It must be noted that the majority of Specialist Surgeons utilize a medical billing system such as Vericlaim/GoodX (or similar) who in turn process the data for onwards submission to the Patient's medical aid for reimbursement. Vericlaim/GoodX (or similar) is a Third-Party intermediary between the surgical practice and the medical aid, and the medical practice is not responsible for what Vericlaim/GoodX (or similar) does with the Patient data once the Surgeon's account has been submitted for payment, and/or,
The Bespoke Surgical Institute Deep Health system is a software system that receives and analyses clinical data. The software system is provided by a technology Third Party called Data4 (Pty) Ltd for which the medical practice pays a monthly license fee. A Service Level Agreement exists between Data4 (Pty) Ltd and BSIDH and, between BSIDH and their Customer (the surgical practice). Included in the respective SLA's is each party's obligations and responsibilities in terms of protection of personal information in accordance with POPI and PIA.

Bespoke Surgical Institute Deep Health Technology Platform

Value Based Care: Principle and processes

Centre to the capture, storage, processing, and analysis of Patient Personal Data and medical history is a practice management technology platform titled Bespoke Surgical Institute Deep Health (BSIDH). A Patient Data Master File (PDMF) is created on BSIDH, which serves as a Single Electronic Health Record (SEHR) for system Users of BSIDH. The system serves multiple purposes, which include the SEHR and the analyses of anonymized patient data such as clinical diagnoses, pathology, histology, and co-morbidities.

BSIDH uses advanced Artificial Intelligence algorithms to determine Value Based Medical outcomes, also known as Value Based Care (VBC). VBC cannot be achieved without the processing and analysis of anonymized patient personal (demographic) and medical data.

Only Healthcare Practitioners licensed to use BSIDH can access patient data but cannot randomly or ad-hoc access a PDMF that is not their own Patient or that has not been directly referred to them by the primary Specialist for a second or professional opinion, or a diagnosis in another area of surgical expertise.

Infrastructure of a typical small to medium size surgical practice

Roles and Functions

This will consist of, at a minimum, a practice Receptionist, an Administration expert, a Patient Care Associate, and a Finance/Billing expert including the Specialist. In large surgical practices, there will be multiple people performing these functions. For reasons of annual leave, maternity leave, sick leave, and vacancies, a single person can perform more than one role in a practice.

Patient Process Flow through a Medical Practice

Data Capture

The Patient data is provided at first visit (consult). Patient data is captured electronically on the BSIDH System. This can be achieved in one of three ways – The Patient can:

Visit the practice’s web page, book a consultation and in the comfort of their own home, provide their personal data, medical history, and submit any supporting documents such as ID, GP referral letter, medical aid details, and medical reports/tests.
Arrive at the practice and provide the same information as point i), but using an electronic tablet connected to the BSIDH system via Wi-Fi. In this instance, the receptionist will request the supporting documentation and scan it into the BSIDH system.
Provide the same information as above but in the traditional manner of completing a form with pen and paper.

Payment and Invoice

Next User is the Specialist who accesses the PMDF on the BSIDH system prior to consultation. After the consult, the Specialist will update the Patient's medical history and capture the clinical notes on BSIDH, based on their clinical diagnoses. He/she will record the ICD10 code (for Medical Aid) and the treatment protocol including the procedure codes (Not all treatment protocols require a surgical intervention or hospital admission). After updating the Patient records, the Specialist closes the PMDF.

Patient Care Associate

The Patient Care Associate accesses the PDMF to view the Specialist's treatment/procedure instructions and acts on them accordingly. The Patient Care Associate will update the PMDF with relevant data related to acting on the Specialist's instructions such as dates and times (E.g Hospital Admission). The Patient Care Associate will add the Patient to the Specialist's theatre list.

Practice Administrator

The Practice Administrator will access the PDMF to arrange any tests the Specialist requires, including providing the Patient with referral notes to see other medical specialists such as Dieticians, Physiotherapists, or other surgical specialists. The Practice Administrator may also provide the patient with supporting documentation for the Patient's medical aid to obtain pre-hospital authorization in the event of a procedure requiring hospitalization.

Finance/Accounting Department

Second to last, the Finance/Accounting Department will access the PMDF to complete the billing process by checking that all ICD10 codes and procedure codes have been correctly captured and then submit the Surgeon's account to the Patient's medical aid (if applicable) for payment.

BSIDH as a Third Party Service Provider

Lastly, as BSIDH is a third-party service provider to the medical practice, the patient data is stored, processed, and analyzed here.

The Patient's personal and medical data is shared across four different Third Party Service Providers platforms at any given time:

In need, the Specialist will compile a medical report of their conclusions and send this report back to the referring GP for his/her practice records and/or.
The Patient's personal and medical data will be shared with multi-disciplinary medical teams such as Dieticians, Physios, and other surgical specialists who will access the PMDF directly from the BSIDH PMDF and/or.
The practice Finance/Accounts Admin will send the patient's personal data relating to the consult and cost of treatment to the Patient's medical aid (where applicable). It must be noted that the greater majority of Specialist Surgeons utilize a medical billing system known as Vericlaim (or similar) who in turn process the data for onwards submission to the Patient's medical aid for reimbursement. Vericlaim (or similar) is a Third Party intermediary between the medial practice and the medical aid, and the medical practice is not responsible for what Vericlaim (or similar) does with the Patient data once the Surgeon's account has been submitted for payment, and/or.
The Bespoke Surgical Institute Deep Health system is a practice management software system provided by a technology Third Party called Data4 (Pty) Ltd for which the medical practice pays a monthly license fee. A Service Level Agreement is in place between Data4 (Pty) Ltd and BSIDH and, between BSIDH and their Customer (the medical practice). Included in the two SLA's is each party's obligations and responsibilities in terms of protection of personal information in accordance with POPI and PIA.

SOFTWARE AS A SERVICE AGREEMENT


                                       

Entered into and between

BSI DEEP HEALTH (PTY) LTD
Registration Number:  2018/393630/07
(the “Service Provider”)
BSI Deep Health system subscribers
(the “Customer”)

1.	INTRODUCTION
1.1	The Service Provider has developed certain software and analytical applications and platforms which it makes available to subscribers via the Internet on a monthly basis for the purpose of capturing clinical data pertaining to patient diagnoses, ward rounds and patient discharge.
1.2	The Customer wishes to use the Service Provider's service in its business operations.
1.3	The Service Provider has agreed to provide, and the Customer has agreed to take and pay for the Service Provider's service, subject to the terms and conditions of this agreement.

2.	DEFINITIONS AND INTERPRETATION
2.1	The headings to the clauses and Schedules of this Agreement are for reference purposes only and shall in no way govern or affect the interpretation of nor modify nor amplify the terms of this Agreement nor any clause or schedule hereof.
2.2	In this Agreement:
2.2.1	"Agreement" means this software subscription agreement and any schedules and annexures thereto;
2.2.2	"Authorised Users" means those individuals who are authorised by the Customer to use the Services and Documentation, as further described in clause 3;
2.2.3	"Business Day" shall mean any day other than a Saturday or Sunday or public holiday in the Republic of South Africa;
2.2.4	"Confidential Information" means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information by a Party, or information which the receiving Party knows or reasonably should have known is of a proprietary or confidential nature;
2.2.5	"Customer" means 	a BSI Deep Health subscriber, an adult of legal age, with full legal capacity
2.2.6	"Customer Data" means the data inputted by the Customer, Authorised Users, or the Service Provider on the Customer's behalf relating to Patients and/or for the purpose of using the Services or facilitating the Customer's use of the Services, and includes (without limitation) Personal Information;
2.2.7	"Documentation" means the documents made available to the Customer by the Service Provider online via the web address, username and password provided to the Customer by email or such other web address notified by the Service Provider to the Customer from time to time which sets out a description of the Services and the user instructions for the Services;
2.2.8	"Effective Date" means the day of Customer’s first subscription;
2.2.9	"Initial Fee" means the once-off agreement and system set-up administration fee payable by the Customer to the Service Provider for the User Subscriptions, as set out in Annexure "A";
2.2.10	"Initial Subscription Term" means a period of 24 (twenty-four) consecutive months commencing on the Effective Date;
2.2.11	"Intellectual Property Rights" means all the rights in and to Intellectual Property including (without limitation) the rights in and to trademarks, service marks, trade names, domain names, logos, get-up, patents, provisional patents, inventions (whether patentable or not), know-how (including confidential industrial and commercial information and techniques in any form), utility models, registered and unregistered design rights, copyright, semi-conductor topography rights, database rights, rights in respect of any new or existing compilation of any data or information not covered under any existing copyright, any structured analysis, reports, application and any resulting know-how, use or any other results originating or following from or as a consequence of data being made available in respect of any of the aforementioned or part thereof, and all similar proprietary rights which may subsist in any part of the world including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations, as well as any Confidential Information or processes relating to that subject matter;
2.2.12	"Party" means either the Service Provider or the Customer, and "Parties" means both the Internet Service Provider and the Customer;
2.2.13	"Patients" means persons who receives medical attention, care or treatment from the Customer;
2.2.14	"Personal Information" has the meaning ascribed to it in the Protection of Personal Information Act 4 of 2013 ("POPI"), and any applicable law in South Africa and/or in any other jurisdiction where the Services are provided and/or used;
2.2.15	"Renewal Period" means the period described in clause 14.1;
2.2.16	“Service Provider” means BSI DEEP HEALTH (PROPRIETY) LIMITED, Registration Number:  2018/393630/07, a private company duly incorporated in accordance with the Companies Act, herein represented by it’s directors;  
2.2.17	"Services" means the subscription services provided by the Service Provider to the Customer under this Agreement via the web address, username and password provided to the Customer by email or any other website notified to the Customer by the Service Provider from time to time, as more particularly described in the Documentation;
2.2.18	"Software" means the online software and analytical applications provided by the Service Provider as part of the Services;
2.2.19	"Subscription Fees" means the monthly subscription fees payable by the Customer to the Service Provider for the User Subscriptions, as set out in Annexure "A";
2.2.20	"Subscription Term" means the Initial Subscription Term together with any subsequent Renewal Periods;
2.2.21	"Support Services Policy" means the Service Provider's policy for providing support in relation to the Services as made available via the web address, username and password provided to the Customer by email and as set out in Annexure "B";
2.2.22	"Terms of Use" means the Service Provider's policy for using the Services as made available via the web address, username and password provided to the Customer by email and as set out in Annexure "C";
2.2.23	"User Subscriptions" means the number of user subscriptions purchased by the Customer pursuant to clause 8.1, which entitle Authorised Users to access and use the Services and Documentation in accordance with this Agreement; and
2.2.24	"Virus" means a device or thing (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.
2.3	Any reference in this Agreement to:
2.3.1	a calendar month shall be construed as a named month, i.e. January, February, March, April, May, June, July, August, September, October, November and December;
2.3.2	a clause shall, subject to any contrary indication, be construed as a reference to a clause hereof;
2.3.3	law shall be construed as any law (including common or customary law) or statute, constitution, decree, judgment, treaty, regulation, directive, by-law, order or any other legislative measure of any government, supranational, local government, statutory or regulatory body or court;
2.3.4	a month shall be a reference to a period starting on one day on a calendar month and ending on the numerically corresponding date but one in the next calendar month, except that:
2.3.4.1	if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the preceding Business Day; and
2.3.4.2	if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month;
2.3.5	a person shall be construed as a reference to any person, firm, company, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing; and
2.3.6	a Schedule shall, subject to any contrary indication, be construed as a reference to a schedule to this Agreement, and Schedules shall have a corresponding meaning.
2.4	Unless inconsistent with the context or save where the contrary is expressly indicated:
2.4.1	if any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it appears only in this interpretation clause, effect shall be given to it as if it were a substantive provision of this Agreement; 
2.4.2	when any number of days is prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a day which is not a Business Day, in which case the last day shall be the next succeeding Business Day;
2.4.3	in the event that the day for payment of any amount due in terms of this Agreement should fall on a day which is not a Business Day, the relevant day for payment shall be the next succeeding Business Day;
2.4.4	in the event that the day for performance of any obligation to be performed in terms of this Agreement should fall on a day which is not a Business Day, the relevant day for performance shall be the next succeeding Business Day;
2.4.5	any reference in this Agreement to an enactment is to that enactment as at the Signature Date and as amended or re-enacted from time to time;
2.4.6	any reference in this Agreement to this Agreement or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document as the same may have been, or may from time to time be, amended, varied, novated or supplemented;
2.4.7	save as expressly provided in this Agreement, no provision of this Agreement constitutes a stipulation for the benefit of any person who is not a Party to this Agreement;
2.4.8	references to day(s), month(s) or year(s) shall be construed as Gregorian calendar day(s), month(s) or year(s); and
2.4.9	a reference to a Party includes that Party’s successors-in-title and permitted assigns, subject always to the conditions in clause 2.9.
2.5	Unless inconsistent with the context, an expression which denotes:
2.5.1	any one gender includes the other gender;
2.5.2	a natural person includes a juristic person and vice versa; and
2.5.3	the singular includes the plural and vice versa.
2.6	Where any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the same meaning as ascribed to it for all purposes in terms of this Agreement, notwithstanding that that term has not been defined in this interpretation clause.
2.7	The rule of construction that, in the event of ambiguity, the contract shall be interpreted against the Party responsible for the drafting thereof, shall not apply in the interpretation of this Agreement.
2.8	The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.
2.9	This Agreement shall be binding on and enforceable by the estates, heirs, executors, administrators, trustees, permitted assigns or liquidators of the Parties as fully and effectually as if they had signed this Agreement in the first instance and reference to any Party shall be deemed to include such Party’s estate, heirs, executors, administrators, trustees, permitted assigns or liquidators, as the case may be.
2.10	The use of any expression in this Agreement covering a process available under South African law such as winding-up (without limitation eiusdem generis) shall, if any of the Parties to this Agreement is subject to the law of any other jurisdiction, be construed as including any equivalent or analogous proceedings under the law of such other jurisdiction.
2.11	Where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail.

3.	USER SUBSCRIPTIONS
3.1 	Subject to the Customer purchasing the User Subscriptions in accordance with the terms and conditions of this Agreement, the Service Provider hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Services and Documentation during the Subscription Term solely for the Customer's internal business operations.
3.2 	In relation to the Authorised Users, the Customer undertakes that:
3.2.1 	the maximum number of Authorised Users that it authorises to access and use the Services and Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;
3.2.2 	it will not allow or suffer any User Subscription to be used by more than one individual Authorised User;
3.2.3 	each Authorised User shall keep a secure password for his use of the Services and Documentation;
3.2.4 	it shall maintain a written, up to date list of current Authorised Users.
3.3 	The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that is unlawful, unethical, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive and the Service Provider reserves the right to disable the Customer's access to any material that breaches the provisions of this clause 3.
3.4 	The Customer shall not:
3.4.1 	except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under this Agreement:
3.4.1.1 	attempt to copy, modify, duplicate, create derivative works from, frame, mirror, re-publish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
3.4.1.2 	attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software.
3.5 	The Customer shall prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, shall promptly notify the Service Provider.

4.	ADDITIONAL USER SUBSCRIPTIONS
4.1 	The Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number set out in Annexure "A" by requesting same from the Service Provider in writing.
4.2 	The Service Provider shall grant access to the Services and Documentation to such additional Authorised Users in accordance with the provisions of this Agreement.



5.	SERVICES AND MAINTENANCE
5.1 	The Service Provider shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this Agreement.
5.2 	The Service Provider shall use commercially reasonable endeavours to make the Services available 24 (twenty-four) hours a day, 7 (seven) days a week, except for:
5.2.1 	planned maintenance carried out during the maintenance window of Friday 19:00 to Sunday 19:00; and
5.2.2 	unscheduled maintenance performed from 19:00 to 07:00.
5.3 	The Service Provider will, as part of the Services provide the Customer with the Service Provider's standard customer support services during business hours in accordance with the Service Provider's Support Services Policy set out in Annexure “B”.

6.	SERVICE PROVIDER'S RIGHTS AND OBLIGATIONS
6.1	The Service Provider undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
6.2 	The undertaking in clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Service Provider's Terms of Use or instructions, or modification or alteration of the Services by any party other than the Service Provider or the Service Provider's duly authorised contractors or agents.
6.3 	If the Services do not conform with the undertaking in clause 6.1, the Service Provider will use all reasonable commercial endeavours to correct any such non-conformance promptly or provide the Customer with an alternative means of accomplishing the desired performance.
6.4 	Notwithstanding the foregoing, the Service Provider:
6.4.1 	does not warrant that the Customer's use of the Services will be uninterrupted or error-free; 
6.4.2 	is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities; and
6.4.3	reserves the right to audit the Customer’s use of the Services as they relate to the Service Provider’s Terms of Use, provided that the Service Provider gives the Customer at least 2 (two) weeks prior notice of such audit.
6.5 	The Service Provider warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

7.	CUSTOMER'S OBLIGATIONS
	The Customer shall:
7.1	comply with all applicable standards, laws and regulations with respect to its activities under this Agreement, including but not limited to the Service Provider’s Terms of Use as set out in Annexure "C";
7.2	ensure that Customer Data is kept up to date; 
7.3	provide the Service Provider with:
7.3.1	all necessary co-operation in relation to this Agreement; and
7.3.2	all necessary access to the Customer’s premises and records, for purposes of verifying the Customer’s compliance with the Service Provider’s Terms of Use, including confirming the number of Authorised Users; and
7.4	be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Service Provider's data centres.

8.	CHARGES AND PAYMENT
8.1 	The Customer shall pay the Fees to the Service Provider for the User Subscriptions in accordance with this clause 8 and Annexure "A".
8.2 	The Service Provider shall invoice the Customer for the Initial Fee on the 1st (first) Business Day of the month following the Effective Date;
8.3	The Service Provider shall invoice the Customer for the Subscription Fees on the 1st (first) Business Day of every month.
8.4 	The Customer shall make payment to the Service Provider of any amount due under this Agreement upon receipt of the invoice, but no later than the 25th (twenty-fifth) day of every month.
8.5 	All amounts and fees stated or referred to in this Agreement are exclusive of value added tax (VAT).
8.6	If the Service Provider has not received payment by the last day of the month, the Service Provider will disable the Customer's username and password until such time as payment is received.

9.	INTELLECTUAL PROPERTY
9.1	The Customer acknowledges and agrees that the Service Provider and/or its licensors own all Intellectual Property Rights in and to the Services and Documentation. 
9.2	Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other Intellectual Property Rights, or licences in respect of the Services or the Documentation.

10.	DATA PRIVACY AND PROTECTION
10.1 	The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
10.2 	In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Service Provider to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Service Provider.
10.3 	The Customer agrees to share selected and pre-identified Customer Data with the Service Provider for academical and/or research purposes.

11.	CONFIDENTIALITY
11.1 	Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Agreement.  A Party's Confidential Information shall not be deemed to include information that:
11.1.1 	is or becomes publicly known other than through any act or omission of the receiving Party;
11.1.2 	was in the other Party's lawful possession before the disclosure;
11.1.3 	is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;
11.1.4 	is independently developed by the receiving Party, which independent development can be shown by written evidence; or
11.1.5 	is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
11.2 	Each Party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
11.3 	Each Party shall take all reasonable steps to ensure that the other Party's Confidential Information to which it has access, is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

12.	INDEMNITY
12.1	The Service Provider warrants that it is the proprietor of the Software and indemnifies the Customer against claims, actions, proceedings, losses, damages, expenses and costs arising from or in connection with a breach of third-party intellectual property, provided that:
12.1.1	such breach was caused by the use of the Software by the Customer in strict compliance with this Agreement; and
12.1.2	the Customer promptly notifies the Service Provider of becoming aware of such claim.

13.	LIMITATION OF LIABILITY
13.1 	The Parties agree that, in the event of a breach of any of the provisions of this Agreement, the defaulting Party shall be liable to the other Party for all losses which constitute direct and/or general damages. 
13.2 	Neither Party shall be liable to the other for any losses which constitute indirect, special or consequential damages.

14.	TERM AND TERMINATION
14.1 	This Agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Subscription Term and thereafter this Agreement shall be automatically renewed for successive periods of 1 (one) month (each a "Renewal Period"), unless:
14.1.1 	either Party notifies the other Party of termination, in writing, at least 30 (thirty) days before the end of the Initial Subscription Term or any Renewal Period, as the case may be; or
14.1.2 	otherwise terminated in accordance with the provisions of this Agreement.
14.2 	On termination of this Agreement for any reason all licences granted under this Agreement shall immediately terminate.

15.	FORCE MAJEURE
15.1	The Service Provider shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Service Provider or any other party), failure of a utility service or transport or telecommunications network, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Service Providers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.

16.	BREACH
16.1	Should a Party (“Defaulting Party”) breach any of the provisions of, or warranties given under, this Agreement, then the other Party (“Aggrieved Party”) may give the Defaulting Party 10 (ten) Business Days written notice or such longer period of time as the Aggrieved Party may specify in the notice, to remedy the breach.  
16.2	If the Defaulting Party fails to comply with the notice, the Aggrieved Party may either claim specific performance or cancel this agreement with immediate effect, in either case without prejudice to the Aggrieved Party’s right to claim damages or to exercise any other rights that the Aggrieved Party may have under this Agreement or in law.

17.	DISPUTE RESOLUTION
17.1	Any disputes arising from or in connection with this Agreement shall, if so required by any Party by giving written notice to that effect to the other Party, be finally resolved in accordance with the rules of the Arbitration Foundation of Southern Africa ("AFSA") by an arbitrator or arbitrators appointed by AFSA.  There shall be no right of appeal as provided for in article 22 of the aforesaid rules.
17.2	Each Party to this agreement:
17.2.1	expressly consents to any arbitration in terms of the aforesaid rules being conducted as a matter of urgency and in Pretoria; 
17.2.2	irrevocably authorises the other to apply, on behalf of all Parties to such dispute, in writing, to the secretariat of AFSA in terms of article 23(1) of the aforesaid rules for any such arbitration to be conducted on an urgent basis; and
17.2.3	irrevocably agrees that the decision in these arbitration proceedings shall be final and binding on them, shall be carried into effect and may be made an order of any court of competent jurisdiction.
17.3	Notwithstanding the provisions of clause 17 above, the Parties agree that in the event of a breach of the terms of this agreement, the Party aggrieved by such breach will be entitled to seek and obtain urgent interdictory relief in respect of such breach.  
18.	GENERAL
18.1	This Agreement are the whole agreement between the Parties in regard to its subject matter.
18.2	No addition to or variation or consensual cancellation of this Agreement, including this clause 18, has effect unless in writing and signed by the Parties.
18.3	No indulgence by a Party to the other Party, or failure strictly to enforce the terms of this Agreement, will be interpreted as a waiver or be capable of founding an estoppel.
18.4	The Parties undertake to do everything reasonable in their power necessary for or incidental to the effectiveness and performance of this Agreement.
18.5	Neither this Agreement nor any part, or interest therein or any rights or obligations hereunder may be ceded, assigned, or otherwise transferred by any Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld.
18.6	Any illegal or unenforceable provision of this Agreement may be severed, and the remaining provisions of this Agreement continue in force.

19.	NOTICES AND ADDRESSES
19.1	Any notice, consent, approval or other communication in connection with this Agreement (“Notice”) will be in writing in English.
19.2	Each Party chooses the physical address and/or email address corresponding to its name below as the address to which any Notice must be sent.
19.2.1	Service Provider: BSI Deep Health (Pty) Ltd
Physical address:  
C/O SANLAM AND ALKANTRAND STREETS
SANLYNN BUILDING
BLOCK 2
SECOND FLOOR
LYNNWOOD MANOR
PRETORIA
0081
19.2.2	Customer:details as per first subscription
19.3	Either Party may by Notice to the other Party change its address.
19.4	Any Notice takes effect when received by the recipient (or on any later date specified in the Notice) and, unless the contrary is proved, is deemed to be received:
19.4.1	on the day of delivery, if delivered by hand to a responsible person at the recipient’s physical address in clause 19.2.  If delivery is not on a Business Day, or is after ordinary business hours on a Business Day, the Notice is deemed to be received on the Business Day after the date of delivery; and
19.4.2	on the first Business Day after the date of transmission, if sent by email to the recipient’s email address in clause 19.2.
19.5	Despite anything to the contrary in this Agreement, a Notice actually received by a Party is effective even though it was not sent, or delivered, or sent and delivered to its address in clause 19.2.
19.6	Each Party chooses its physical address referred to in clause 19.2 as its address at which legal process and other documents in legal proceedings in connection with this Agreement may be served (“domicilium citandi et executandi”).
19.7	Any Party may by Notice to the other Parties change its address at which legal process and other documents in legal proceedings in connection with this Agreement may be served to another physical address in South Africa.

20.	APPLICABLE LAW 
20.1	This Agreement is governed by South African law.

21.	JURISDICTION
21.1	The Parties unconditionally consent and submit to the non-exclusive jurisdiction of the High Court of South Africa, Gauteng North Division, Pretoria for purposes of clause 17.






ANNEXURE A and B: As per subscription options selected

ANNEXURE C:  TERMS OF USE 

1.	TERMS AND CONDITIONS OF USE
1.1	This Annexure sets out the terms and conditions (“the Terms of Use”) of the Service Provider pertaining to the access and use of the Services and Documentation.
1.2	Should the Customer and Authorised Users disagree with any of the Terms of Use, they must refrain from accessing and using the Services and Documentation.
1.3	The Service Provider reserves the right, in its sole discretion, to amend and/or replace any of, or the whole of, these Terms of Use. 
1.3.1	Such amendments shall supersede and replace any previous Terms of Use and shall be made available as part of the Services and Documentation. 
1.3.2	Each time the Customer or Authorised Users access and/or use the Services and Documentation, the Customer and/or Authorised Users shall be deemed to have consented, by such access and/or use, to the Terms of Use as amended and/or replaced by Service Provider from time to time.  
1.3.3	Should the Authorised User not be satisfied with the amended Terms of Use, such Authorised User should refrain from using the Services and Documentation.
1.3.4	The Service Provider will give prior notice where it has collected Personal Information from the Customer and Authorised Users and the purpose for which the Service Provider collected that information, is affected by the intended amendment.

2.	CONTENT OF THE SERVICES AND DOCUMENTATION 
2.1 	Service Provider reserves the right to make improvements, to change or to discontinue, without notice, any aspect or feature of the Services and Documentation and any information or content on the Services and Documentation.
2.2 	Service Provider makes no representations or warranties, whether express or implied, as to the accuracy, completeness or reliability of any information, data and/or content on the Services and Documentation and whilst the Service Provider has taken reasonable measures to ensure the integrity of the Services and Documentation, no warranty, whether express or implied, is given that any files, downloads or applications available via the Services and Documentation are free of viruses, or any other data or code which has the ability to corrupt, damage or affect the operation of the user's system.

3.	USAGE RESTRICTIONS
The Customer and Authorised Users hereby agrees that it shall not itself, nor through a third party:
3.1	write and/or develop any derivative of the Services and Documentation or any other software program based on the Services and Documentation;
3.2	modify or enhance the Services and Documentation. In the event of a user effecting any modifications or enhancements to the Services and Documentation in breach of this clause, such modifications and enhancements shall be the property of Service Provider;
3.3	without Service Provider's prior written consent, provide, disclose, divulge or make available to or permit the use of or give access to the Services and Documentation by persons other than an Authorised User;
3.4	remove any identification, trademark, copyright or other notices from the Services and Documentation;
3.5	post or transmit, by means of reviews, comments, suggestions, ideas, questions or other information through the Services and Documentation, any content which is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, sexually explicit, profane or hateful, or racially, ethnically or otherwise objectionable content of any kind.

4.	SECURITY
4.1	In order to ensure the security and reliable operation of the Services and Documentation to the Customer and Authorised Users, the Service Provider hereby reserves the right to take whatever action it may deem necessary to preserve the security, integrity and reliability of its network and back-office applications.
4.2	The Customer and Authorised Users may not utilise the Services and Documentation in any manner which may compromise the security of Service Provider's networks or tamper with the Services and Documentation in any manner whatsoever, which shall include without limitation, gaining or attempting to gain unauthorised access to the Services and Documentation, or delivering or attempting to deliver any unauthorised, damaging or malicious code to the Services and Documentation, all of which is expressly prohibited.  Any person or entity which does so, or attempts to do so, shall be held criminally liable.  Further, should Service Provider suffer any damage or loss, civil damages shall be claimed by Service Provider against the Customer and/or Authorised User.
4.3	Any user who commits any of the offences detailed in Chapter 13 of the Electronic Communications and Transactions Act 25 of 2002 ("ECTA") shall, notwithstanding criminal prosecution, be liable for all resulting liability, loss or damages suffered and/or incurred by Service Provider and its affiliates, agents and/or partners.

5.	PROTECTION OF PERSONAL INFORMATION
5.1	The Service Provider takes the privacy of the Customer, Authorised Users and Patients seriously and is committed to protecting their Personal Information.
5.2	The Customer and Authorised Users’ access and/or use of the Services and Documentation signifies their consent to the Service Provider collecting and using their Personal Information as specified below:
5.2.1	Collection
5.2.1.1	The Service Provider collects Personal Information regarding the Customer and Authorised Users when the Customer, pursuant to clause 8.1 of this Agreement purchase User Subscriptions, which entitle Authorised Users to access and use the Services and Documentation in accordance with this Agreement.
5.2.2	Use 
5.2.2.1	The Service Provider uses Personal Information regarding the Customer and Authorised Users for purposes of accessing and using the Services and Documentation.
5.2.3	Time period for keeping
5.2.3.1	The time periods for which the Service Provider keep the Customer and Authorised Users’  information may vary according to the use or purpose attached to the Personal Information Unless there is a specific legal requirement requiring the Service Provider to keep their information, however, the Service Provider will not keep it for longer than necessary for the purpose for which the information was collected or for which it is to be processed.
5.2.4	Disclosing to third parties
5.2.4.1	The Service Provider will not disclose any Personal Information regarding the Customer and Authorised Users Personal Information to third parties.
5.3	The Customer and Authorised Users’ access and/or use of the Services and Documentation also entails collecting and using Patients’ Personal Information and the Customer and Authorised Users hereby agrees that it shall:
5.3.1	only make use of the Service Provider’s “POPI Consent Form” to obtain the Patients’ consent to collect and use the Patients’ Personal Information;
5.3.2	inform the Patients that selected and pre-identified Customer Data will be shared with the Service Provider for academical and/or research purposes;
5.3.3	ensure that the Authorised Users are trained to use and use the Services and Documentation in accordance with the terms and conditions of this Agreement and specifically in accordance with the POPI.
5.4	The Customer and Authorised Users accepts sole responsibility for the Patients’ Personal Information and indemnifies the Service Provider against claims, actions, proceedings, losses, damages, expenses and costs arising from or in connection with a breach of the protection of the Patients’ Personal Information.

Single Registry User

R 499 PM

Multi Registry User

R 999 PM

All Registry User

R 1499 PM

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Bespoke Surgical Institute Deep Health Clinical Analysis Technology Platform

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Value Based Care: Principle and processes

Infrastructure of a typical small to medium size surgical practice

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Patient Care Associate

Practice Administrator

Finance/Accounting Department

BSIDH as a Third Party Service Provider

SOFTWARE AS A SERVICE AGREEMENT