1.1. “Agreement” means this agreement, and any schedules and price lists, as may be amended from time to time.
1.2. “Confidential Information” means all information disclosed by you and/or your Patients, and includes, without limitation: Patient information, including names, identifying numbers, contact details, medical conditions, medical aid details, family members’ details; your information, including your name, practice number, contact details; your practice information, including strategies, intentions, product information, design rights, trade secrets, patents, trademarks, employee details, financial information; and all information that is confidential, relates to your business affairs, and is not generally available to the public.
1.3. “Effective Date” means the date that you appoint Kitrin to provide the Software.
1.4. “Fees” means the monthly (or annual, as applicable) fees payable by you to Kitrin in remuneration for the Services, and any additional fees, charges, costs and expenses reasonably incurred in the performance of the Services.
1.5. “Initial Period” means a period of 12 (twelve) months calculated from the Effective Date.
1.6. “Kitrin” means Kitrin (Pty) Ltd, a private company incorporated in accordance with the laws of South Africa.
1.7. “Patient/s” means your customers, being individuals who consult with you for healthcare-related consultations, assessments and/or treatment.
1.8. “Software” means software provided for you by Kitrin, and includes and is not limited to the practice management software, the digital assistant, unpaids management software, notes sharing software and online course platform, and any consulting and ancillary services rendered by Kitrin as may be agreed in writing.
1.9. “You, your” means you, the Client, being a healthcare practitioner and/or healthcare practice for whom Kitrin will perform the Services, and including all healthcare practitioners being partners, shareholders or equity holders in the healthcare practice.
1.10. “Website” means the internet site owned by Kitrin being www.kitrin.com, or such alternate internet site that Kitrin may notify you in writing.
1.11. Reference to the singular includes the plural, reference to natural persons includes legal persons, and reference to a gender includes the other gender and the neuter.
2 Appointment and Duration.
2.1. You appoint and grant Kitrin the mandate, and Kitrin accepts this appointment and mandate, to provide the Software.
2.2. This Agreement does not create a relationship of employment, agency or partnership between you and Kitrin. You will remain solely liable for the proper conducting of your affairs, including the marketing, administration, operational and financial components of your healthcare practice. Such affairs and marketing, administration, operational and financial components are not in any way being delegated to Kitrin, and Kitrin’s appointment will be limited to one of the service provider to you and your healthcare practice.
2.3. This Agreement will commence on the Effective Date and endure for the Initial Period. Kitrin will notify you 2 (two) calendar months before the termination of the Initial Period, whereupon you will have the option of:
2.3.1. cancelling this Agreement at the end of the Initial Period. Your election to cancel must be notified to Kitrin in writing no less than 30 (thirty) days before termination of the Initial Period; or
2.3.2. renewing this Agreement for a further 12 (twelve) month period. Upon renewal the subscription fee will be reviewed and updated for the subsequent 12 (twelve) month period.
2.4. Notwithstanding 2.3 above, you will be entitled to terminate this Agreement without penalty on 20 (twenty) business days written notice within the first 2 (two) months after the Effective Date.
2.5. Should you terminate this Agreement prematurely, other than in terms of 2.5, you will be liable to pay a cancellation fee equating to a minimum of 2 (two) months’ Fees.
3 Fees Payable
3.1. You will pay to Kitrin monthly fees in accordance with Kitrin’s standard schedule of fees, as reflecting on the Website.
3.2. Fees are payable by Stripe, monthly in advance. No refunds will be given in the event that you terminate this Agreement early, and any payment made towards an unused period of the month will be retained by Kitrin.
3.3. Alternatively, Fees may be payable annually in advance. Should you elect an annual payment option, you understand that the annual Fees comprise a discounted fee, and accordingly no refunds will be given in the event that you terminate this Agreement early for any reason. Any payment made towards an unused period of the year will be retained by Kitrin as a cancellation penalty.
3.4. Should Kitrin terminate this Agreement early, and provided that you have not breached any term of this Agreement, Kitrin will reimburse you the pro-rata Fees that you have paid in respect of the unused period of the applicable contract period.
3.5. Kitrin will be entitled to suspend its performance of the Services should any amount due by you be outstanding, until such time as full payment has been made. Such suspension will not constitute a breach of this Agreement.
This Agreement constitutes the whole agreement between the parties. No amendment, variation or cancellation hereof will be binding unless in writing and signed by both parties. You may also be subject to additional terms and conditions that may apply when you use or purchase certain other Kitrin services, affiliate services, third-party content or third-party software. Such additional terms will not supersede this Agreement. In the event of conflict the more restrictive provision will apply.
Every attempt has been made to ensure this agreement has been drafted in accordance with all statutory requirements. Any non-compliance is not intended by the parties. If any provision is held to be unenforceable for any reason, including pursuant to a legal requirement or any change in the law that impacts upon this agreement, such provision will be adjusted, if possible, to achieve the intent of the parties, within legal parameters. If adjustment is not possible, the provision will be deleted and all other provisions will be considered valid and enforceable.
This Agreement will be governed by and interpreted in accordance with the laws of South Africa. You and Kitrin hereby submit to the jurisdiction of the High Court of South Africa. In the event of any conflict with any other law, the law of South Africa will apply.