Terms of Service - Remedial Health Limited

Please read these Terms of Service (“Terms”), which set forth the legally binding terms and conditions between you and Remedial Health Solutions Limited (‘the Company’ or ‘Remedial Health’ or ‘we’, ‘our’ or ‘us’). It governs your access to and the use of Remedial Health’s website, mobile application and the services provided by Remedial Health. Our collection and use of your personal information in connection with your use of our services are described in our Privacy Policy.

Your access to use our services is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, business owners, and any other person who accesses or uses our services.

Our website is not directed at you if we are prohibited by any law of any jurisdiction from making the information on our website available to you and is not intended for any use that would be contrary to your local law or regulation.

By accessing or using our services, you agree to be bound by these Terms. If you disagree with any part of the terms then, you may not access our services.

1. Definitions

   In these Terms,

   “Account”

   means a unique account registered with the details of the User and which contains details of the User’s transactions and operations on the Platform (as defined below).

   “Applicable Laws”

   means all applicable regulations, laws, codes, guidelines, policies, rules, and directives of any competent regulatory authority in the Federal Republic of Nigeria.

   “Platform”

   means collectively remedial.health/ remedialhealth.com, including any failover sites and other related web or mobile applications provided by Remedial Health.

   “Service(s)”

   means all products and services provided to you by Remedial Health and as described in clause 3 of these Terms.

   “User”

   means persons, customers, merchants, and visitors who access the Service.

2. Acceptance of Terms

   The Service is offered subject to acceptance of all the terms and conditions contained in these Terms and all other operating rules, policies, and procedures that may be published on the Platform, which are incorporated by reference, including operating rules, policies, and procedures of third-party service providers to the Platform that are referenced herein. These Terms apply to every User of the Service. In addition, some Services offered through the Platform may be subject to additional terms and conditions adopted by the Platform. Your use of those Services is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.

   Remedial Health reserves the right, at its sole discretion, to modify or replace these Terms from time to time by posting the updated terms on the Platform. It is your responsibility to check the Terms periodically for changes. If you object to any such changes, your sole recourse will be to cease using the Platform and the Service. Your continued use of the Service following the posting of any changes to the Terms will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

   Remedial Health reserves the right to change, suspend, or discontinue the Service (including, but not limited to, the availability of any feature, database, or content) at any time for any reason. Remedial Health may also impose limits on certain features and Services or restrict your access to parts of or the entire Platform without notice or liability.

3. Scope of Remedial Health’s Services

   1. Remedial Health is a company that delivers clinical pharmacy services and medications to insurers.
   2. Remedial Health owns remedial.health, remedialhealth.com and the Remedial Health software application, which allows Users to:
      1. discover, purchase pharmaceutical products on a buy-now-pay-later basis, and access clinical pharmacy services.
      2. access include data-driven insights for the pharma supply chain industry and the automation of day-to-day pharmacy operations. By using our Services, you enter into a contract with Remedial Health under these Terms of Service.
      3. Our Services facilitate the procurement of pharmaceutical products, the automation of pharmacy operations, and provide a one-stop-shop for pharma products.
   3. When you purchase pharmaceutical products or utilise our services, you agree to a contract between you and Remedial Health Solutions Ltd.
   4. All our Services can be accessed through our Website and the Remedial Health mobile application.
   5. Remedial Health provides accounts for Users. To access our Services, Users are required to sign up on the Platform and create an Account by providing their email addresses and setting up a password. Each User will be also required to select an Account tailored to their needs and the Services we provide. Users will subsequently be required to provide the necessary information for the creation and their use of the Account.
   6. A User is granted access to use the Platform and has a responsibility to ensure that no third party shall gain access to the User’s Account information.
   7. Remedial Health may make access to the Platform and the Services, or certain areas or features of the Platform, subject to certain conditions or requirements, such as meeting specific eligibility criteria.
   8. You must be at least 18 years old and able to enter into legally binding contracts to access and use our Services. By accessing or using the Platform, you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.
   9. Remedial Health does not assume any responsibility for the confirmation of any User’s identity or ownership of a business. Notwithstanding the above, for transparency and as permitted by Applicable Laws, we may ask Users to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of the Users and their ownership of the businesses.
   10. You agree to strictly observe the security and authentication procedures of the Platform, and you will log out from the Platform at the end of every visit.
   11. When you create an account with us, you must provide us with information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of these Terms, which may result in immediate termination of your account on our Platform and the Service.
   12. Remedial Health and/or its partners reserve the right to set the eligibility criteria for Users to participate in the buy-now-pay-later Service, including credit and any other relevant requirements.
   13. Ensuring the accuracy of product information, pricing, and its availability is your responsibility. Remedial Health reserves the right to change product details and pricing without prior notice.
   14. Acceptance of orders is subject to verification and acceptance of the User's information, and Remedial Health reserves the right to refuse or cancel an order at its discretion.

4. Information

   1. You agree to grant Remedial Health an irrevocable right to collect and use any information you provide Us, or we collect from You, for the specific purpose of providing you with our services.
   2. You hereby agree and authorise us to verify the information provided by you to us against your information including but not limited to your phone number, date of birth, Identification (I.D) card, or Passport Number, business registration details and contact information, and any other information that will enable us to identify your or your business and comply with the regulatory “Know Your Customer” (KYC) requirements in your country.
   3. Remedial Health reserves the right to request for further information from you pertaining to you or the creation of your Account at any time. Failure to provide such information within the time required by Remedial Health may result in Remedial Health declining to accept your request or a delay in the creation of your Account.
   4. You consent that we may disclose and or transfer your information to third parties or any other entity we deem necessary to perform our obligations to you under this Agreement.
   5. All other provisions regarding the use of your personal information are contained in our Privacy Policy.

5. Submissions

   If you submit to us or post through our Services any business information, testimonial, comment, review, suggestion, or any work of authorship (collectively a “submission”), including without limitation, submissions about any of our products or services, you agree that such submissions may be used by us in any manner. Please do not make or send any submission to us that you consider containing confidential or proprietary information. No submission sent to us shall be treated or considered as confidential information.

   By submitting or sending a submission to us, you:

   1. represent and warrant to us that the submission is original to you, that no other party has any rights thereto, and that any moral rights in such submission have been waived; and
   2. that you grant to us a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, reproduce, publish, distribute, display, translate, summarise, modify and adapt such submission (in whole or in part) and or/to incorporate it in other works in any form, media, or technology now known or later developed, in our sole discretion, with or without your name.

6. Users’ Representations & Warranties

   Representations and warranties are statements and promises made by you to Remedial Health, which we rely on as being accurate in our dealings with you. You make the following representations and warranties to us at the time of agreeing to these Terms and every time you use our Services;

   1. you are over the age of 18 (eighteen) years
   2. you are of sound mind and have the capacity to enter into a legally binding contract;
   3. all personal information that you provide about yourself is accurate and true to the best of your knowledge;
   4. all information that you provide about your business is accurate and true;
   5. all information that you provide about your properties is accurate and true;
   6. you shall not create more than one account or create an account for anyone other than yourself (with the exception of accounts created for corporate organisations); and
   7. you are not breaching any Applicable Laws or regulations that are applicable to you or any company, or legal entity.

7. Payment

   1. All Users shall be required to provide some financial information for our payment service providers. Each User warrants to provide complete and accurate payment information.
   2. Payments to Remedial Health shall be made through any of the stipulated payment gateways provided on the Platform or via our bank accounts.
   3. Payments processed by Remedial Health shall include any applicable taxes and additional fees including currency conversion costs which shall be borne by the customers.
   4. Remedial Health shall notify you of the applicable price for the Service and reserves the right to adjust its pricing where necessary.
   5. By providing your debit or credit card other payment information accepted by our payment service provider, you are expressly agreeing that we are authorised to charge the relevant fees for your use of the Service, together with any applicable taxes.
   6. Remedial Health utilises a third-party payment processor to link your payment card to the platform. Payment processing and other services related to your use of the platform are subject to the privacy policies, terms, and conditions of the payment processor and your debit or credit card issuer, in addition to these Terms of Service.
   7. Remedial Health strives to ensure the payment services are always available but cannot guarantee uninterrupted access or guarantee the absence of errors or viruses. Remedial Health shall not be responsible for errors or liabilities resulting from errors made by the payment processor or third parties.
   8. Merchants may have a Cancellation Policy, which will be disclosed and confirmed upon requesting their service. If the merchant has this policy in place, Remedial Health may charge your card up to the cost as determined by the merchant. If you cancel outside of the time frame specified in the merchant’s policy, you shall not be eligible for a refund unless agreed upon directly with the merchant,
   9. If you disagree with any payment transaction, you can submit such complaint to info@remedialhealth.com within 30 (thirty) days of the payment transaction (“Dispute Period”).

8. Refunds and Chargeback

   1. Remedial Health understands that circumstances may arise where a refund is warranted. In the event a User seeks a refund for a service or product purchased through the Platform, the following conditions apply:
      1. Users may request a refund through their account manager on receipt of the products. Products confirmed on delivery and received cannot be refunded.
      2. Refunds are subject to the discretion of the merchant User providing the service or product. The merchant User reserves the right to evaluate refund requests based on its individual refund policies.
      3. If a refund is approved, Remedial Health will process the refund in accordance with its standard procedures. Please note that the time it takes for the refund to be reflected in your account may vary depending on your payment method.
   2. In the event of a chargeback initiated by a User for a transaction processed through the Platform, Remedial Health will cooperate fully with the relevant financial institutions and provide all necessary information to contest the chargeback.
   3. Users acknowledge that Remedial Health will make every reasonable effort to dispute chargebacks on their behalf. Users agree to cooperate with Remedial Health during the chargeback dispute process.
   4. Users may be liable for any fees associated with chargebacks, including but not limited to fees imposed by financial institutions and administrative fees incurred by Remedial Health.
   5. Remedial Health reserves the right to suspend or terminate the account of any User who initiates chargebacks fraud or friendly frauds.

9. Late Payment, Default and Recovery

   1. Users shall pay a late payment fee for any payments not received by the due date specified in the substantive agreements executed with the Users. Remedial Health may charge interest on outstanding balances at a specified rate, accruing from the due date until the payment is received in full.
   2. In the event of a default, Remedial Health reserves the right to suspend the User's access to a part or all of the Services until the outstanding amount is settled.
   3. A default on an amount may also result in the acceleration of other outstanding balances, making the entire outstanding amount immediately due and payable.
   4. Users shall be responsible for any costs associated with the collection of overdue payments, including but not limited to collection agency fees, legal fees, and court costs.
   5. In the event of a default, Remedial Health reserves the right to report the User's non-payment or default to credit reporting agencies, which may impact the User's credit score.
   6. By using the buy-now-pay-later service, Users grant Remedial Health a security interest in the purchased products or other products are hypothecated until the full payment is received. Remedial Health may repossess or retain ownership of the products in the event of default.
   7. Remedial Health reserves the right to cancel or withhold the delivery of future orders if a User is in default of payment.

10. Intellectual Property

    1. The Service and all rights in our product name, trade names, logos, service marks, slogans, product packaging, its original content, features, and functionality are and will remain the exclusive property of Remedial Health. Our trademarks may not be used in connection with any product or service without our prior written consent.
    2. Remedial Health may, at its sole discretion, enable Users to (i) create, upload, post, send, receive and store content, such as text, photos, audio, video, or other materials and information on or through the Platform ("User Content"); and (ii) access and view User Content and any content that Remedial Health itself makes available on or through the Platform, including proprietary content and any content licensed or authorized for use by or through Remedial Health from a third party ("Remedial Health’s Content" and together with User Content, "Collective Content").
    3. You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Platform or Collective Content, except to the extent that you are the legal owner of certain User Content or as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Remedial Health or its licensors, except for the licenses and rights expressly granted in these Terms.
    4. Subject to your compliance with these Terms, Remedial Health grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and view any Collective Content made available on or through the Platform and accessible to you, solely for your personal and non-commercial use.
    5. Users shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Service; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.

11. Prohibited Activities

    1. You shall not use the Platform for any purpose that is prohibited by these Terms. You are responsible for all of your activity in connection with the Service. Violation of our rules may result in the termination and cancellation of your Account. You acknowledge and agree that we may terminate any Remedial Health Account at any time for any reason (including, but not limited to, our independent assessment or the receipt of claims or allegations from third parties or authorities).
    2. Users shall not utilise the Platform or the Services for any illegal purpose.
    3. You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Services. In connection with your use of the Platform, you will not and will not assist or enable others to:
       • breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms;
       • use the Platform or any content therein for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies endorsement, partnership or otherwise misleads others as to your affiliation with Remedial Health;
       • copy, store or otherwise access or use any information, including personally identifiable information about any other User, contained on the Platform in any way that is inconsistent with Remedial Health’s Privacy Policy or these Terms or that otherwise violates the privacy rights of Users or third parties;
       • use the Platform in connection with the distribution of unsolicited commercial messages ("spam");
       • use the Platform with the intention to circumvent any subscription fees or for any other reason;
       • request, accept or make any payment for orders outside of the Platform. If you do so, you acknowledge and agree that you: (i) would be in breach of these Terms; (ii) accept all risks and responsibility for such payment, and (iii) hold Remedial Health harmless from any liability for such payment;
       • discriminate against or harass anyone on the basis of race, tribe, origin, religion, gender, physical or mental disability, medical condition, marital status, or age, or otherwise engage in any abusive or disruptive behaviour;
       • use, display, mirror or frame the Platform or Collective Content, or any individual element within the Platform, Remedial Health’s name, any trademark, logo or other proprietary information belonging to Remedial Health, or the layout and design of any page or form contained on a page in the Platform, without Remedial Health’s express written consent;
       • dilute, tarnish or otherwise harm Remedial Health’s brand in any way, including through unauthorised use of Collective Content, registering and/or using derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Remedial Health’s domains, trademarks, taglines, promotional campaigns or Collective Content;
       • use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Platform for any purpose;
       • avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Remedial Health or any of Remedial Health’s providers or any other third party to protect the Platform;
       • attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform;
       • take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Platform;
       • violate or infringe anyone else’s rights or otherwise cause harm to anyone.
    4. You acknowledge that Remedial Health has no obligation to monitor the access to or use of the Platform by any User or to review, disable access to, or edit any User Content, but has the right to do so to (i) operate, secure and improve the Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in these Terms. Users agree to cooperate with and assist Remedial Health in good faith, and to provide Remedial Health with such information and take such actions as may be reasonably requested by Remedial Health with respect to any investigation undertaken by Remedial Health or a representative of Remedial Health regarding the use or abuse of the Platform.

12. Your Responsibilities

    1. You are responsible for checking, confirming and satisfying yourself as to the accuracy of any information provided on our Platform.
    2. You are responsible for ensuring that you act in good faith towards other parties.

13. Links to Other Websites

    1. The Platform may contain links to third-party websites or services that are not owned or controlled by Remedial Health.
    2. Remedial Health has no control over and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that Remedial Health shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

14. Termination

    1. We may terminate or suspend our Service to you immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms.
    2. Upon termination, your right to use the Platform and our Service will immediately cease. If you wish to terminate your Account, you may simply send an email to info@remedialhealth.com.

15. Indemnity

    You agree to indemnify and hold harmless Remedial Health, its affiliates and subsidiaries, its officers, directors, employees and agents, against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest penalties and legal and other reasonable professional costs and expenses) suffered or incurred as a result of:

    1. your fraudulent or illegal use of the Services or the Platform;
    2. your negligence or any default by you of any of these Terms;
    3. any inaccurate or incomplete information that you have knowingly provided to us;
    4. you allowing any other person to access your Account either with your permission or as a result of your failure to keep your username and password private;
    5. any claim made against you for actual or alleged infringement of Remedial Health’s Intellectual Property or any actual or alleged infringement of a third party’s Intellectual Property arising out of or in connection with our Services or your use of the Platform.

16. Limitation of Liability

    In no event shall Remedial Health, its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from:

    1. your use of the Platform or the Services or your inability to use the Platform or the Services;
    2. any conduct or content of any third party on the Platform;
    3. any unauthorised access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose;
    4. any unfulfilled order or obligation of another User on the Platform; or
    5. any legal proceedings between you and any third parties.

17. Disclaimer

    1. Your use of the Service is at your sole risk. The Platform is provided on an “AS IS” and “AS AVAILABLE” basis. The Platform is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non- infringement or course of performance.
    2. Remedial Health, its subsidiaries, affiliates, and its licensors do not warrant that a) the Platform will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Platform is free of viruses or other harmful components; or d) the results of using the Platform will meet your requirements.

18. Governing Law

    1. These Terms shall be governed and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law provisions.
    2. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service and supersede and replace any prior agreements we might have between us regarding the Service.

19. Dispute Resolution

    1. Any disputes arising under or in connection with the validity, interpretation and performance of this Terms between you and Remedial Health or between Remedial Health and any third party that cannot be resolved amicably by the parties through negotiation within 30 (thirty) days shall be resolved by Arbitration at the Lagos Court of Arbitration (LCA) before a single arbitrator in accordance with the Arbitration and Mediation Act, 2023.
    2. The Parties shall endeavour in good faith to mutually agree on the selection of an arbitrator. If the Parties cannot mutually agree on the selection of an arbitrator within ten (10) days of the request, they shall apply to the LCA to appoint an arbitrator. Arbitration proceedings shall be conducted in Lagos. The arbitrator will be requested to render an award within ninety (90) days and to provide, in writing the reasoning for the award. The decision of any such arbitrator shall be final and binding on the parties.
    3. Each party shall bear its cost in connection with the Arbitration and the arbitrator’s fees shall be split equally between both parties.

20. Force Majeure

    Remedial Health shall not be liable for failure to perform, or for delay in performing its obligations hereunder if such failure or delay shall be due to natural disasters, war, riot, civil commotion, weather, pandemics, epidemics, labour disputes, failure of sub- contractors or any other cause beyond its reasonable control and whether or not of a similar nature to the foregoing.

21. Feedback

    We welcome and encourage you to provide feedback, comments and suggestions for improvements to Remedial Health’s Platform or Services. You may submit your feedback by emailing us at info@remedialhealth.com. Any feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting your feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

22. Changes to Terms & Conditions

    Remedial Health reserves the right, in its sole discretion, to change the Terms of Service. Remedial Health encourages you to periodically review the Terms to stay informed of our updates.

23. Contact Us

    If you have any questions about these Terms, please contact us at info@remedialhealth.com.

This document was last updated on 1st January 2024.