Terms of sale

1.Scope

These terms of sale (the “Terms of Sale”) apply to every subscription to the Clinoly service (the “Service”) taken out by a healthcare professional or establishment (the “Client”) with Clinoly (the “Publisher”). They prevail over any other document of the Client, unless the Publisher agrees otherwise in writing.

Together with the Terms of use, the Data processing agreement and the Service level agreement, they form the contract. In the event of conflict, a signed quotation or specific contract prevails over the Terms of Sale, which prevail over the Terms of Use.

2.Professional customers only

The Service is intended exclusively for healthcare professionals and establishments acting for the purposes of their business. The Client declares that it subscribes in that capacity. Accordingly, the provisions of Law No. 31-08 on consumer protection that are reserved to consumers, including the right of withdrawal, do not apply.

The free trial lets the Client evaluate the Service before making any commitment.

3.How the contract is formed

In accordance with Law No. 53-05 on the electronic exchange of legal data, the contract is concluded online in the following steps:

• the Client completes the sign-up form and reads these Terms of Sale and the documents linked to them;
• it checks and, if necessary, corrects the information entered before confirming;
• it accepts the contractual documents by ticking the box provided, then confirms its sign-up;
• the account is created and the Client has immediate access to the Service.

The acceptance is recorded with the version of the documents accepted, the date, the time and the IP address. Those records are kept in unalterable form and are binding between the parties. Subscribing to a paid plan constitutes acceptance of the Terms of Sale in force on that date.

4.Plans and what they include

The Service is offered in several plans described on the Pricing page, which sets out for each the features included and the usage limits: number of practitioners, accounts, patients and sites, storage, messages and assistant requests. The Enterprise plan is quoted individually.

When a limit is reached, the addition concerned is refused until the Client moves to a higher plan. Existing data is never affected.

5.Free trial

Every new clinic receives a free trial, whose length is shown at sign-up, with no payment details required. The trial never turns into a paid subscription automatically.

When the trial ends, the Client has a grace period during which the Service remains fully usable; the account then becomes read-only until a plan is chosen. Nothing is deleted while read-only: the Client can view and export every record.

6.Prices

Prices are stated in Moroccan dirhams, exclusive of tax. Value added tax is charged in addition at the applicable rate. The prices that apply are those displayed on the day of subscription or renewal.

The Publisher may change its prices. Any increase is notified to the Client at least thirty (30) days before it takes effect and applies only from the next renewal; a Client who does not accept it may cancel free of charge before that date.

7.Invoicing and payment

• The subscription is invoiced in advance, monthly or yearly according to the billing cycle chosen.
• Invoices are issued electronically and made available in the Client’s billing area.
• Payment is made by the means offered in that area and falls due on the date shown on the invoice.

Any late payment automatically incurs the late-payment penalties provided for by the regulations on payment terms (Law No. 15-95 enacting the Commercial Code, as amended), without prejudice to the provisions below.

8.Non-payment

If payment is not made when due, the Client is told and has a grace period during which the Service remains fully accessible. When that period ends, the account becomes read-only until the payment is settled, and full service returns immediately once the payment is recorded.

9.Term and renewal

The subscription runs for the period chosen — one month or one year — from the date of subscription. It renews automatically for a period of the same length unless the Client cancels before the end of the current period.

10.Changing plan

The Client may change plan at any time from its billing area. The change takes effect immediately for the rest of the current period; the new plan’s price applies from the next renewal.

Moving to a lower plan is possible only if the Client’s usage is within that plan’s limits; the Service shows beforehand what has to be reduced.

11.Cancellation by the Client

The Client may cancel its subscription at any time from its billing area, free of charge and without giving a reason:

• at the end of the current period: the Service remains fully available until then and is not renewed. The Client may reverse its decision until the period ends;
• with immediate effect: write access stops at once and the account becomes read-only.

The cancellation is recorded and visible in the billing area.

12.Refunds

Amounts paid for a period that has begun are retained by the Publisher and are not refunded, including where the Client cancels mid-period, except in the following cases:

• withdrawal of a feature: if the Publisher withdraws, during a paid period, a feature included in the Client’s plan, the Client may cancel free of charge and receive a pro-rata refund of the unused part of the period;
• breach by the Publisher: where the Client terminates for a serious breach by the Publisher not remedied within thirty (30) days of notice, the Client is refunded pro rata for the remaining period;
• billing error: any amount invoiced in error or twice is refunded or credited;
• service credits: credits due under the Service level agreement are applied to the next invoice.

Refunds are made to the means of payment used, within thirty (30) days of being approved.

13.Suspension and termination by the Publisher

The Publisher may suspend access to the Service, after a formal notice that remains unanswered for fifteen (15) days, in the event of a serious breach of the Terms of Use or of these Terms of Sale by the Client. It may suspend access without notice where there is a genuine risk to the security of the Service or the data, or on the order of an authority, informing the Client.

The Publisher may terminate the contract for a persistent serious breach by written notice, without prejudice to damages.

14.End of contract and data return

When the contract ends, for whatever reason:

• the data remains readable and exportable by the Client for ninety (90) days;
• at the Client’s request during that period, the Publisher provides a copy of its data in a structured, commonly used format;
• once that period has passed, the Publisher deletes the data, including from backups at the end of their rotation cycle, save for any legal retention obligation falling on the Publisher itself.

It is for the Client, as controller, to keep medical and accounting records for as long as the law requires of it.

15.Service level and support

Availability commitments, support hours and service credits are set out in the Service level agreement.

16.Liability

The Publisher’s obligation is one of means. It is liable only for proven fault, and only for direct loss.

Save for gross negligence or wilful misconduct, and except for harm to personal data resulting from a breach of the Publisher’s security obligations, the Publisher’s total liability under the contract is limited to the amounts actually paid by the Client in the twelve (12) months preceding the event giving rise to the claim.

The Publisher is not liable for medical decisions, nor for the consequences of healthcare professionals’ use of the information recorded in the Service.

17.Force majeure

Neither party is liable for a failure caused by force majeure within the meaning of Article 269 of the Dahir on Obligations and Contracts. The affected party informs the other without delay. If the event lasts more than thirty (30) days, either party may terminate the contract without compensation.

18.Data

The Publisher processes patients’ data on the Client’s behalf, as a processor, under the Data processing agreement, which the Client accepts on subscribing.

19.Governing law and jurisdiction

These Terms of Sale are governed by Moroccan law. In the event of a dispute, the parties seek an amicable settlement for thirty (30) days. Failing that, the dispute is brought before the Tribunal de commerce de Casablanca, which has exclusive jurisdiction, including where there are several defendants or third-party claims.