Terms & Conditions

By registering an account, checking "I Agree", or accessing or using Clinexas in any way, you confirm that you have read, understood, and agree to be bound by these Terms.

If you are registering or using Clinexas on behalf of a laboratory, hospital, diagnostic centre, or other organisation ("Customer"), you confirm that you have the authority to bind that organisation to these Terms, and "Customer" and "you" shall be read to include both you individually and the organisation on whose behalf you act.

If you do not agree to these Terms, you must not access or use Clinexas.

We may require certain Customers to also execute a separate Order Form, Schedule, or written agreement setting out specific commercial terms. Where such a document exists and conflicts with these Terms, the Order Form or Schedule shall govern only in respect of the specific commercial terms it addresses (such as pricing), and these Terms shall govern all other matters.

Clinexas is a laboratory and diagnostic-centre management software platform that provides digital tools for managing laboratory and diagnostic-centre operations, including patient registration, patient records, laboratory testing, billing, result management, report generation, sonography/diagnostic imaging workflows, referral management, reporting, and related administrative functions.

The Customer wishes to obtain access to and use Clinexas for its laboratory, hospital, diagnostic centre, or related healthcare operations, and AYSON agrees to provide such access subject to these Terms.

• "Clinexas" means the proprietary laboratory and diagnostic management software platform owned and/or operated by AYSON, including its software, application interfaces, databases, dashboards, modules, workflows, designs, documentation, updates, and related technology.
• "Customer" means the laboratory, hospital, diagnostic centre, healthcare organisation, or other entity that has registered to use Clinexas.
• "Authorised Users" means employees, laboratory scientists, medical personnel, administrators, sonographers, billing personnel, management personnel, or other individuals authorised by the Customer to access Clinexas.
• "Patient Data" means personal, medical, laboratory, diagnostic, billing, demographic, contact, clinical, imaging, or other information relating to a patient entered into or processed through Clinexas by or on behalf of the Customer.
• "Customer Data" means all data and information supplied, uploaded, generated, or maintained by the Customer through the Platform, including Patient Data.
• "Clinexas Credit" means the prepaid platform usage credit purchased or otherwise allocated to the Customer and consumed against applicable billable platform activities in accordance with the Customer's applicable pricing and credit rules.
• "Subscription" means the Customer's agreed recurring access arrangement for Clinexas, where applicable.
• "Platform" means the hosted Clinexas software environment made available to the Customer.

The Customer shall provide accurate and complete information required for account creation and administration.

The Customer is responsible for:

• Maintaining accurate account information;
• Protecting login credentials;
• Managing Authorised Users;
• Removing access for former employees or unauthorised persons;
• Immediately notifying AYSON of suspected unauthorised access.

The Customer shall not share individual login credentials between multiple persons where individual user accounts are available. The Customer remains responsible for actions performed through its authorised accounts.

Subject to the Customer's compliance with these Terms and payment of applicable fees, AYSON grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use Clinexas during the applicable service period.

The licence granted under these Terms is:

• Limited to the Customer;
• Limited to the agreed number of users, branches, facilities, or other usage limits where applicable;
• For the Customer's internal business operations;
• Subject to applicable subscription, usage, and Clinexas Credit arrangements.

The Customer does not acquire ownership of Clinexas.

Depending on the Customer's selected plan and configuration, Clinexas may provide functionality including patient management, laboratory management, billing, result management, referral management, sonography and diagnostic imaging, and reporting and analytics, among others.

Patient Management

• Patient registration; unique laboratory number generation; patient search; patient history; previous laboratory records; addition of new tests to existing patient records; patient profile management.

Laboratory Management

• Test catalogue; test configuration; sample management; laboratory workflow; result entry, verification, approval, and dispatch; previous results; laboratory reporting.

Billing

• Patient billing; invoice generation; payment recording; transaction history; billing reports.

Result Management

• Digital laboratory results; result approval; PDF result generation; result printing and dispatch; patient result history.

Referral Management (where enabled)

• Referral registration and tracking; referral performance and metrics; referral bonus calculation.

Sonography and Diagnostic Imaging (where enabled)

• Sonography registration; scan requests (pelvic, abdominal, obstetric, thyroid, breast, and other configured templates); imaging reports; PDF reporting.

Reporting and Analytics

• Laboratory, revenue, transaction, patient, and referral reports; operational analytics.

The specific modules, plan, and pricing available to the Customer shall depend on the Customer's selected plan and/or service arrangement, as communicated at sign-up, through the Platform, or in an applicable Order Form or Schedule.

The Customer shall:

• Use Clinexas only for lawful healthcare and business purposes;
• Ensure that information entered into Clinexas is accurate and complete;
• Ensure that only authorised personnel access patient information;
• Maintain appropriate internal policies governing the use of Clinexas;
• Ensure that laboratory results are reviewed and approved by appropriately qualified personnel;
• Ensure that medical and laboratory decisions are made by qualified healthcare professionals;
• Ensure that all patient information entered into the Platform is processed lawfully;
• Maintain appropriate access controls within its organisation;
• Promptly notify AYSON of suspected security incidents affecting the Customer's account;
• Pay all applicable fees when due.

The Customer shall not, and shall ensure its Authorised Users do not, use Clinexas:

• For any illegal, fraudulent, or harmful purpose, including falsifying laboratory or diagnostic results, patient records, or billing information;
• To infringe the rights of any third party, including intellectual property or privacy rights;
• To transmit malware, viruses, or other harmful code;
• To interfere with or disrupt the integrity, security, or performance of the Platform;
• To gain or attempt to gain unauthorised access to the Platform, other customers' data, or AYSON's systems;
• In any manner that violates applicable healthcare, data protection, or other laws or professional standards.

Violation of this Acceptable Use Policy constitutes a material breach of these Terms and may result in immediate suspension or termination of access under Clauses 12 and 33.

Clinexas is a software management platform. AYSON does not provide medical, laboratory, diagnostic, clinical, or healthcare advice through the Platform.

The Customer remains solely responsible for sample collection and handling, laboratory testing, quality control, interpretation and verification of laboratory findings, approval of results, clinical decisions, diagnosis, treatment decisions, patient communication, and compliance with applicable professional and healthcare regulations.

Clinexas shall not be interpreted as replacing the professional judgment of qualified healthcare personnel.

The Customer's commercial arrangement (including applicable plan, modules, and pricing) shall be as selected at sign-up, displayed on the Platform, or documented in an applicable Order Form, Schedule, invoice, proposal, or other written commercial agreement.

The pricing model may include one or more of the following, as applicable to the Customer:

• Subscription Model — a recurring fee (monthly, quarterly, annually, or another agreed period) for access to Clinexas;
• Pay-As-You-Go Model — payment based on actual usage of applicable Clinexas services;
• Percentage-Per-Test Model — an agreed percentage of the amount charged for qualifying laboratory tests or services;
• Per-Test Model — a fixed amount for each applicable test or service processed through Clinexas;
• Hybrid Model — a combination of the above and/or Clinexas Credit.

Unless otherwise agreed in writing:

• Fees are payable in Nigerian Naira;
• Applicable taxes and statutory charges shall be treated in accordance with applicable Nigerian law;
• The Customer is responsible for payment of all agreed fees;
• Payment obligations survive temporary service interruptions caused by the Customer's non-payment.

AYSON may issue invoices, receipts, or electronic payment confirmations.

Unless otherwise stated on the Platform or in an applicable Order Form, the Customer's Subscription shall automatically renew at the end of each subscription period (whether monthly, quarterly, or annually) for a further period of the same length, at AYSON's then-current pricing, unless the Customer provides AYSON with at least sixty (60) days' written notice of cancellation before the end of the then-current subscription period.

All fees paid are non-refundable, except where required by applicable law or expressly agreed in writing by AYSON.

Where the Customer fails to pay applicable fees when due, AYSON may, after providing reasonable notice, suspend the Customer's access to Clinexas (including its Authorised Users' accounts) if payment is not received within fourteen (14) days of the due date.

Access may be restored once outstanding amounts have been fully settled, subject to any applicable reactivation requirements.

Where applicable, if the Customer's Clinexas Credit balance is exhausted, AYSON may restrict configured billable activities until additional credits are purchased. The Customer's existing patient records and previously generated results shall not be deleted solely because the Customer's Clinexas Credit has been exhausted or its Subscription is suspended for non-payment.

Where applicable, AYSON may provide a configurable grace-credit allowance; any grace credits used may be recovered from the Customer's subsequent credit purchase in accordance with the applicable credit rules.

AYSON may revise its pricing, subscription plans, usage charges, or Clinexas Credit pricing. Where a change materially affects the Customer's existing commercial arrangement, AYSON shall provide reasonable notice before the change takes effect, except where the change is required by law, taxes, third-party costs, security requirements, or other circumstances outside AYSON's reasonable control. Continued use of Clinexas after a pricing change takes effect constitutes acceptance of the revised pricing.

As between the Parties, the Customer retains ownership of its Customer Data and Patient Data, subject to applicable law. AYSON does not acquire ownership of Patient Data merely because the data is stored or processed through Clinexas.

AYSON shall process Customer Data only for purposes reasonably necessary to provide, maintain, and secure Clinexas, provide technical support, perform backups, prevent fraud or abuse, improve service reliability, comply with applicable legal obligations, or perform other purposes expressly authorised by the Customer or permitted by applicable law.

Clinexas processes personal data and health-related information, and the Parties shall comply with the Nigeria Data Protection Act 2023, the applicable regulations and guidelines of the Nigeria Data Protection Commission ("NDPC"), and other applicable Nigerian data-protection and privacy laws.

AYSON shall implement appropriate technical and organisational measures to protect Customer Data and Patient Data, including:

• Encryption of Patient Data both in transit and at rest, using industry-standard encryption methods;
• Storage of Customer Data and Patient Data on servers located within Nigeria, or otherwise in accordance with applicable cross-border data transfer requirements under the Nigeria Data Protection Act;
• Role-based access controls restricting access to Patient Data to authorised personnel only;
• Regular security reviews and monitoring of the Platform.

Where a confirmed personal data breach affecting Customer Data or Patient Data occurs, AYSON shall notify the Customer without undue delay, and in any event within seventy-two (72) hours of becoming aware of the breach, providing available details of the nature of the breach, the data affected, and the remedial steps taken or proposed.

The Customer remains responsible, as data controller in respect of Patient Data, for ensuring it has an appropriate legal basis and required authorisations for collecting and processing Patient Data through Clinexas, and for providing patients and other data subjects with any required privacy notices. AYSON acts as a data processor in respect of Patient Data processed on the Customer's behalf, and the Parties shall, where required, execute a separate Data Processing Agreement consistent with this Clause and Schedule 2.

AYSON shall implement reasonable security controls appropriate to the Platform, which may include access controls, authentication, role-based permissions, encryption in transit and at rest, secure hosting, database access controls, audit logging, backup procedures, security monitoring, and vulnerability management.

The Customer shall also maintain appropriate security practices, including secure passwords, appropriate user permissions, controlled access to devices, prompt removal of former employees' access, and protection of login credentials.

If either Party becomes aware of a confirmed security incident affecting Customer Data processed through Clinexas, the affected Party shall notify the other Party in accordance with Clause 15 (including the 72-hour breach-notification timeline, where applicable) and cooperate in investigating, containing, and remediating the incident and in meeting applicable regulatory obligations.

Patient information shall be treated as confidential. AYSON shall not intentionally disclose Customer Data or Patient Data to unauthorised third parties, except with the Customer's authorisation, as necessary to provide the services, to authorised service providers, where required by law, where necessary to protect the security or integrity of the Platform, or where otherwise permitted by applicable law.

Clinexas may rely on third-party infrastructure and service providers, including cloud hosting providers, payment processors, email providers, SMS providers, storage providers, monitoring services, and other technical infrastructure providers.

AYSON shall use reasonable care in selecting and managing such third-party providers, but AYSON is not liable for any failure, error, downtime, price change, policy change, or discontinuation of service by any third-party provider, including Google, payment gateways, or SMS providers, and any applicable third-party charges shall be the Customer's responsibility unless otherwise agreed in writing.

All rights, title, and interest in and to Clinexas remain the property of AYSON and/or its applicable licensors, including without limitation its source code, object code, software and database architecture, application design, user interface and experience, algorithms, APIs, documentation, workflows, templates, reports, system designs, platform branding, the Clinexas name and trademarks, logos, proprietary methods, and all improvements, updates, and enhancements.

Except for the limited licence expressly granted under these Terms, no ownership rights are transferred to the Customer.

The Customer shall not, directly or indirectly:

• Copy Clinexas except where expressly permitted;
• Reverse engineer, decompile, or disassemble the Platform;
• Attempt to obtain the source code;
• Modify Clinexas without written authorisation;
• Resell Clinexas to another party or sublicense access to third parties;
• Circumvent subscription or Clinexas Credit controls, or attempt to bypass security controls;
• Use automated methods to interfere with Platform operations;
• Use Clinexas to develop a competing product using AYSON's proprietary materials;
• Remove proprietary notices from the Platform.

The Customer may configure certain aspects of Clinexas where supported, including laboratory branding, logo, name, address, contact details, colour configuration, test catalogue, result and sonography templates, user roles, and operational settings. Customer-specific configuration does not transfer ownership of the underlying Clinexas technology to the Customer.

The Customer is responsible for ensuring that laboratory and diagnostic results generated through Clinexas are accurate, properly entered, reviewed, approved, and issued by authorised personnel. AYSON is not responsible for errors originating from incorrect information entered or approved by the Customer or its Authorised Users.

Clinexas may generate patient laboratory and diagnostic reports in PDF or other digital formats. The Customer is responsible for reviewing report contents before communicating them to a patient or third party, and for ensuring only authorised persons approve and dispatch patient reports.

AYSON shall maintain reasonable backup procedures appropriate to the Platform; however, backups reduce the risk of data loss and do not guarantee that data can always be recovered following every possible incident. The Customer shall not rely on Clinexas as its sole method of preserving legally or clinically required records where applicable law or professional standards require additional recordkeeping.

AYSON shall use commercially reasonable efforts to maintain availability of Clinexas, but temporary interruptions may occur due to scheduled or emergency maintenance, internet or cloud infrastructure failures, third-party service failures, cybersecurity incidents, force majeure events, or other circumstances beyond AYSON's reasonable control.

CLINEXAS IS PROVIDED ON AN "AS-IS" AND "BEST EFFORT" BASIS. Except as expressly stated in these Terms, AYSON makes no warranty, express or implied, that Clinexas will be uninterrupted, error-free, or completely secure, and disclaims all implied warranties, including merchantability and fitness for a particular purpose, to the maximum extent permitted by applicable law. The Customer acknowledges that software systems may contain defects, limitations, or temporary interruptions despite reasonable development and maintenance efforts. AYSON warrants that it has the authority to provide the services described under these Terms.

AYSON may periodically release security updates, bug fixes, performance improvements, new features, and other updates, and may modify or discontinue particular features where reasonably necessary, using reasonable efforts to avoid materially reducing the core functionality of the Customer's contracted service.

Support shall be provided through channels designated by AYSON and may include account assistance, technical troubleshooting, platform guidance, and bug investigation. Support does not include performing the Customer's laboratory work, clinical interpretation, entering patient results, correcting inaccurate clinical information supplied by the Customer, or custom software development unless separately agreed.

Any custom feature, integration, modification, or development requested by the Customer outside the standard Clinexas offering may be subject to additional fees, with scope, cost, timeline, ownership, and support arrangements agreed separately in writing.

Each Party shall keep confidential all non-public information received from the other Party in connection with these Terms, including business information, pricing, technical and security information, patient and customer information, source code, business processes, commercial strategies, credentials, and non-public Platform information. Confidentiality obligations survive termination.

This obligation does not apply to information that is publicly available without breach of these Terms, was lawfully known before disclosure, is independently developed without use of confidential information, is lawfully obtained from a third party without restriction, or must be disclosed by law or court order.

To the maximum extent permitted by applicable law, AYSON shall not be liable for indirect, incidental, special, consequential, or punitive losses arising from the Customer's use of Clinexas, including loss of anticipated profits, business opportunities, or goodwill, or for losses resulting from incorrect data or laboratory results entered or approved by the Customer, unauthorised use of Customer credentials caused by Customer negligence, the Customer's failure to maintain adequate internal security, internet or telecommunications failures, third-party service failures, the Customer's misuse of Clinexas, clinical or medical decisions, or the Customer's failure to comply with applicable laws or professional standards.

AYSON's total aggregate liability arising out of or in connection with these Terms, however arising, shall not exceed the total fees actually paid by the Customer to AYSON in the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in these Terms shall exclude or limit liability to the extent such exclusion or limitation is prohibited by applicable law, including liability for death, personal injury caused by negligence, or fraud.

The Customer agrees to indemnify and hold harmless AYSON, its officers, employees, and authorised representatives against third-party claims, losses, damages, costs, and reasonable expenses arising from the Customer's unlawful use of Clinexas, the Customer's breach of these Terms, unauthorised processing or disclosure of Patient Data caused by the Customer, incorrect clinical or laboratory information or Customer Data supplied or uploaded by the Customer, medical or clinical decisions made by the Customer, or misuse of the Platform by the Customer or its Authorised Users.

Neither Party shall be liable for failure or delay in performing its obligations where such failure or delay results from circumstances beyond its reasonable control, including natural disasters, fire, flood, war, civil unrest, government action, internet or major telecommunications failures, widespread cyber incidents, power infrastructure failures, or other events beyond reasonable control.

AYSON may maintain technical and administrative logs necessary to protect the Platform, monitor security, investigate incidents, verify usage, calculate applicable platform charges, prevent fraud, and maintain audit trails. The Customer shall cooperate reasonably with legitimate compliance and security investigations.

By the Customer. The Customer may terminate its use of Clinexas in accordance with the notice period stated in an applicable commercial arrangement, or, if none is stated, by providing thirty (30) days' written notice.

By AYSON. AYSON may terminate or suspend the Customer's access where the Customer materially breaches these Terms, fails to pay applicable fees, repeatedly violates Platform usage restrictions, uses Clinexas unlawfully, attempts to compromise the security of the Platform or to reverse engineer or copy Clinexas, engages in fraudulent activity, or becomes insolvent or ceases operations, where legally permissible. Where the breach is capable of being corrected, AYSON shall ordinarily provide a reasonable opportunity for the Customer to remedy it, except where immediate suspension is necessary to protect the Platform, other customers, Patient Data, or legal compliance.

Effect of Termination. Upon termination: (a) the Customer's right to access Clinexas shall end, subject to any applicable transition period; (b) outstanding fees shall become immediately payable; (c) the Customer shall cease use of the Platform; and (d) termination shall not affect rights or obligations that accrued before termination.

Following termination, AYSON will provide the Customer with one (1) export of its Customer Data within thirty (30) days of the termination date, in a reasonably usable format, subject to verification of the Customer's authority, payment of outstanding amounts, and applicable technical limitations.

After the expiry of that 30-day period, AYSON may delete all Customer Data from its systems in accordance with its data retention and deletion policies and applicable law, without further notice to the Customer.

The Customer shall not transfer or assign these Terms to another party without AYSON's prior written consent, except where otherwise permitted by applicable law. AYSON may assign or transfer its rights and obligations in connection with a corporate restructuring, merger, acquisition, sale of business, or transfer of the Clinexas business.

Nothing in these Terms creates a partnership, joint venture, agency, employment, or franchise relationship. The Parties remain independent contracting parties.

AYSON may update these Terms from time to time to reflect changes in the law, the Platform, or its business practices. Where changes are material, AYSON will provide reasonable notice (such as by email or an in-app notice) before the changes take effect. Continued access to or use of Clinexas after the updated Terms take effect constitutes acceptance of the updated Terms. If the Customer does not agree to the updated Terms, it must stop using Clinexas.

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall endeavour to replace the invalid provision with a valid provision that most closely reflects the original commercial intention.

These Terms, together with any applicable Schedules, Order Forms, pricing documents, and written amendments, constitute the entire agreement between the Parties concerning the Customer's use of Clinexas, and supersede prior discussions or representations relating to the same subject matter, except where expressly incorporated into these Terms.

These Terms shall be governed by and interpreted in accordance with the laws of the Federal Republic of Nigeria. The courts of Lagos State shall have exclusive jurisdiction to hear and determine any dispute or claim arising out of or in connection with these Terms.

The Parties shall first attempt to resolve any dispute through good-faith negotiation. Where a dispute cannot be resolved through negotiation within a reasonable period, the Parties may refer it to mediation or another agreed alternative dispute-resolution mechanism before commencing litigation, unless urgent legal relief is required.

Formal notices under these Terms shall be delivered by email, physical delivery, courier, or another written communication method agreed by the Parties, to the contact details provided by each Party, which shall be treated as the official notice details unless updated in writing.

By accepting these Terms, the Customer acknowledges that: Clinexas is a software platform and not a substitute for professional laboratory or medical judgment; the Customer remains responsible for its patient records and clinical operations; the Customer must pay applicable subscription, usage, or platform fees and that its Subscription auto-renews unless cancelled in accordance with Clause 11; the Customer does not acquire ownership of the Clinexas software; Patient information must be handled in accordance with applicable data-protection laws; and the Customer must ensure that laboratory and diagnostic results are reviewed and approved by qualified personnel.

If you have questions about these Terms, please contact us at:

AYSON Technologies

Address: Lagos, Nigeria

Email: [email protected]

The specific modules available to a Customer depend on its selected plan and may include: Patient Registration and Management; Laboratory Management; Test Catalogue; Sample Management; Laboratory Result Management; PDF Result Generation and Dispatch; Billing and Payment Recording; Patient History; Referral Management and Referral Bonus Management; Sonography (pelvic, abdominal, obstetric, thyroid, and breast scans); Diagnostic Imaging; Reports and Analytics; Clinexas Credit; and Laboratory Branding. The applicable modules, pricing model, and fees for a Customer's plan will be communicated at sign-up, on the Platform, or in an applicable Order Form.

Where Clinexas processes Patient Data on behalf of the Customer, the following shall apply in addition to Clause 15:

• Roles. The Customer is the data controller and AYSON is the data processor in respect of Patient Data processed through Clinexas.
• Processing instructions. AYSON shall process Patient Data only on the documented instructions of the Customer and as necessary to provide, secure, maintain, support, and improve the contracted services, or as otherwise required by applicable law.
• Security measures. AYSON shall maintain encryption of Patient Data in transit and at rest, role-based access controls, audit logging, and regular security reviews.
• Data location. Patient Data shall be stored on servers located within Nigeria, save where a cross-border transfer is made in compliance with the Nigeria Data Protection Act 2023 and applicable NDPC guidance.
• Breach notification. AYSON shall notify the Customer within seventy-two (72) hours of becoming aware of a confirmed personal data breach affecting Patient Data.
• Sub-processors. AYSON may engage sub-processors (such as cloud hosting or SMS providers) to support the Platform and shall remain responsible for their compliance with data-protection obligations equivalent to those in this Schedule.
• Deletion/return. On termination, AYSON shall handle Patient Data in accordance with Clause 34.

Where required by applicable law, the Parties may execute a more detailed standalone Data Processing Agreement, which shall supplement this Schedule.