SOFTWARE AS A SERVICE AGREEMENT WITH RESPECT TO THE DOCTORS PRIVATE PRACTICE SOLUTION (DocPP)
PLEASE READ THIS AGREEMENT BEFORE USING DocPP SERVICES OFFERING BY HEALTHCARE.LK. BY ACCESSING OR USING DocPP IDENTITY MANAGEMENT SOFTWARE OR SERVICES OFFERING, YOU (“the Buyer”) SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES. IF THE PARTIES HAVE A FULLY EXECUTED AGREEMENT THAT EXPRESSLY GOVERNS ORDERS FOR DocPP’S SOFTWARE AS A SERVICE AGREEMENT, SUCH AGREEMENT SHALL SUPERSEDE THIS AGREEMENT.
This Software as a Service Agreement (“Agreement”) is entered into between Buyer and the company. Parental company is a government registered software & web-based system Development Company under W/GG/9/1274 registration. It has been registered in 2007 and has more than 10 years’ experience in the industry. (“HealthCare.LK”) is sub-companion of UmP Web Solutions which grounded all healthcare system developments which will cover “DocPP-Doctors Private Practice Solution”, & etc , with its principal place of business at Online.
1.2 Service Provider
1.2.1 Company: HealthCare.LK
1.2.2 Sub-Company: HealthCare.LK
1.2.3 Product: DocPP – Doctors Private Practice Solution
1.2.4 Manager: Dr Lasantha Kumara
The “Buyer” wishes to be provided with the Services (defined below) by the “Service provider” and the “Service provider” agrees to provide the Services to the “Buyer” on the terms and conditions of this Agreement.
- 2. SERVICES
The “Service provider” shall provide the following services ("Services") to the “Buyer” in accordance with the terms and conditions.
Dispenser (Level I)
- New patient registration
- Modify Patient Data
- Issue Patient ID with barcode.
- View todays prescribed medicines to issue.
- Accept payments and Mark as “PAID” after collecting charges. (Through “Payments pending list”)
- Change my Passwords and Info
- Make OPD Appointments.
- View Re-Order below drug list.
- Enter patient’s past investigation results
Doctor (Level II)
- Search patient via Bar-code scanning or Search by Name.
- Pick patient from Patient Queue and Create “This Visit”
- Enter “This Visit Info”
- Modify “This visit Info”
- Add missed “Complaints, Diagnosis, “ to the doctor’s hint list, Or select data from HINT lists.
- View patients past medical history.
- Issue medical certificates
- Issue medical bills
- Make “Direct Payments” pertaining to the patient.
- Issue drugs to the patient.
- Print prescription
- Print Medical Bill (Short)
- Print De-tailed medical bill with drugs issued.
- Add out-side Laboratory report results.
- View past Laboratory investigation results, Compare them with last entries.
- Delete patient
- ICD10 classification reference.
- Delete unwanted “Complaints Hints” of logged-in Doctor.
- Delete unwanted “Diagnosis Hints” of logged-in Doctor.
- View drugs below Re-Order level.
- View recent expire drugs.
- Generate diagnosed patient list for given time period.
Administrator (Level III)
- Modify Private Practice Account Information (Name, Address, Logo, Doctor Charge & etc)
- Add new Doctors, Dispensers to the PP.
- View/Modify Doctors, Dispensers registered under PP
- Add new Suppliers Info
- Modify/ View registered Suppliers.
- Add New Drug Names
- Add New stocks to the internal dispensary
- Modify/View added drugs. (Name, Selling Price, Cost Price, Qty, Re-Order Level, re-Orde Qty)
- View drug purchase history
- View private practice earnings reports (Weekly, Monthly)
- 3. DEFINITIONS
“Administrator” means Buyer’s administrative account access DocPP admin panel. Administrator can access into all services provide by DocPP. Only one administrative account allowed for a Buyer
“Buyer Content” means all data and materials provided by Buyer to “Service Provider” for use in connection with the DocPP Services, including, without limitation, Buyer applications, data files, and graphics.
“Patient Data” means the data entered with respect to the Patient.
“Host” means the computer equipment on which the Software is installed, which is owned and operated by “Service Provider”. https://pp.healthcare.lk, http://pp.healthcare.lk, http://healthcare.lk or its subcontractors.
“Identity Cube” means a unique collection of identity data for an individual that will be granted access to and/or managed by the DocPP Services for the purposes of providing single sign-on, managing passwords or certifying user access. Identity data may be physically or logically maintained in a single repository or in separate physical or logical repositories. Although Identity Cubes for user accounts that have been deactivated may remain in the identity management system, those inactive Identity Cubes will not be included in the number of Identity Cube licenses in use by Buyer.
“Maintenance Services” means the support and maintenance services provided by “Service Provider” to Buyer.
“Other Services” means all technical and non-technical services performed or delivered by “Service Provider” under this DocPP Agreement, including, without limitation, implementation services and other professional services, training and education services but excluding the DocPP Services and the Maintenance Services. Other Services will be provided on a time and material basis at such times or during such periods, as may be specified in a Schedule and mutually agreed to by the parties. All Other Services will be provided on a non-work for hire basis.
“Software” means the object code version of any software to which Buyer is provided access as part of the Service, including any updates or new versions.
“Start Date” means the date of ‘Software Fee’ payment.
“End Date” means the date after the 12month of calendar starting from “Start Date”.
“Year” means the a 12 month period starting on the Start Date or the anniversary of that date.
“System” means the software service for which “Buyer” has paid, including anyUpdates relating thereto that may be provided hereunder or thereunder, and any derivative works of the foregoing. A System is made up of individual Components.
“Update” means any patch, bug fix, release, version, modification or successor to theSystem.
“User” means a named individual to whom “Buyer” has granted access to use theSystem on “Buyer’s behalf, regardless of whether or not the User actually accesses the Software. Users may be “Buyer’s employees, consultants, contractors or agents.
“Edition” means the named configuration of the System that has been licensed tothe “Buyer”. An Edition defines what Components, features, limits, and/or usage restrictions are placed on the System licensed to the “Buyer”. From time to time, new Components or features will be introduced to the System, and those Components or features may be restricted to specific Editions. New named Editions may also be introduced from time to time.
“Annual Maintenance Fee” means the annual payment which should paid by “Buyer” to the “Service Provider” for the maintenance services.
“Billing Circle” means 12 month calendar starting from “Start Date”.
“Software Fee” means DocPP online system price. This is currently one-time payment which should paid at “Start Date”.
“Profile” means the Name, Address & Contact details or any other details with respect to the Private Practice.
- 4. DELEVIERY OF SERVICE
“Buyer: shall pay “Software Fee” after the one month from the creation of DocPP Administrative account. Agreement will be signed. “Start Date” will commence on the date of “Software Fee” payment.
“Annual Maintenance Fee” shall be paid by “Buyer” prior to next “Billing Circle”.
- 5. PRICE
5.1 As consideration for the provision of the Services by the “Service Provider”, the price for the provision of the Services is 40,000/= LKR ("Software Fee ").
5.2 Annual maintenance fee (“Annual Maintenance Fee”) worth of 5,000/= LKR shall paid by “Buyer” before starts its next billing cycle starting from the start date. (For first 25 “Buyer” s “Annual Maintenance Payment” will be 3500/= LKR).
5.3 No additional payments for company decided updates and other services;
5.4 Additional charges may apply for specific system requirement developments.
5.5 “Software Fee” can be changes as per “Service Provider” ‘s intention will apply only to the new “buyers” and not applicable to the existing “Buyers”.
- 6. PAYMENTS
6.1 Any charges payable under this Agreement are exclusive of any applicable taxes, tariff surcharges or other like amounts assessed by any governmental entity arising as a result of the provision of the Services by the “Service Provider” to the “Buyer” under this Agreement and such shall be paid by the “Buyer” to the “Service Provider” in addition to all other charges pay hereunder.
- 7. RESTRICTIONS
Buyer shall not, and shall not permit anyone to:
(i) Copy or republish the DocPP Services or Software,
(ii) Make the DocPP Services available to any person other than authorized Identity Cube users,
(iii) Use or access the DocPP Services to provide service bureau, time-sharing or other computer hosting services to third parties,
(iv) Modify or create derivative works based upon the DocPP Services or Documentation,
(v) Remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the DocPP Services or in the Documentation,
(vi) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the DocPP Services, except and only to the extent such activity is expressly permitted by applicable law, or
(vii) Access the DocPP Services or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, “Service Provider” shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this DocPP Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Buyer agrees to assign all right, title and interest it may have in the foregoing to “Service Provider”.
- 8. BUYER’S RESPONSIBILITIES AND LIABILITIES
8.1 Assistance. Buyer shall provide commercially reasonable information and assistance to “Service Provider” to enable“Service Provider” to deliver the DocPP Services. Upon request from “Service Provider”, Buyer shall promptly deliver Buyer Content to “Service Provider” in an electronic file format specified and accessible by “Service Provider”. “Service Provider” requires certain information of “Buyer” to create “Administrative” account and “Profile”.
8.2 Compliance with Laws. Buyer shall comply with all applicable local, state, national and foreign laws inconnection with its use of the DocPP Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Buyer acknowledges that “Service Provider” exercises no control over the content of the information transmitted by Buyer or the Identity Cube users through the DocPP Services. Buyer shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.
8.3 Unauthorized Use; False Information. Buyer shall: (a) notify “Service Provider” immediately of any unauthorized use ofany password or user id or any other known or suspected breach of security, (b) report to “Service Provider” immediately and use reasonable efforts to stop any unauthorized use of the DocPP Services that is known or suspected by Buyer or any Identity Cube user, and (c) not provide false identity information to gain access to or use the DocPP Services.
8.4 Administrator Access. Buyer shall be solely responsible for the acts and omissions of its Administrator Users.“Service Provider” shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users.
8.5 Buyer Input. Buyer is solely responsible for collecting, inputting and updating all Buyer Content which might entered by “users” of the “Buyer” storedon the Host, and for ensuring that the Buyer Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious. Buyer shall: (i) notify “Service Provider” immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (ii) report to “Service Provider” immediately and use reasonable efforts to stop any unauthorized use of the Service that is known or suspected by Buyer or any Identity Cube user, and (iii) not provide false identity information to gain access to or use the Service.
8.6 Ownership and Restrictions. Buyer retains ownership and intellectual property rights in and to its BuyerContent. “Service Provider” or its licensors retain all ownership and intellectual property rights to the services, Software programs, DocPP Architecture, Models, Images, Logos & etc and anything developed and delivered under the Agreement. Third party technology that may be appropriate or necessary for use with some “Service Provider” programs is specified in the program Documentation or ordering document as applicable. Buyer’s right to use such third party technology is governed by the terms of the third party technology license agreement specified by “Service Provider” and not under the Agreement.
- 9. TERM AND TERMINATION
9.1 Term of DocPP Agreement. The term of this DocPP Agreement shall begin on the “Start Date” and shall continueuntil terminated by either party as outlined in this Section.
9.2 Termination. Either party may terminate this DocPP Agreement immediately upon a material breach by the otherparty that has not been cured within thirty (30) days after receipt of notice of such breach.
9.3 Suspension for Non-Payment. “Service Provider” reserves the right to suspend delivery of the DocPP Services if Buyerfails to timely pay any undisputed amounts due to “Service Provider” under this DocPP Agreement.
- 7. WARRANTIES
8.1 Warranty. “Service Provider” represents and warrants that it will provide the DocPP Services in a professional mannerconsistent with general industry standards.
8.2 “SERVICE PROVIDER” WARRANTS THAT THE DOCPP SERVICES WILL PERFORM IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. “SERVICE PROVIDER” DOES NOT GUARANTEE THAT THE DOCPP SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT “SERVICE PROVIDER” WILL CORRECT ALL DOCPP SERVICES ERRORS. BUYER ACKNOWLEDGES THAT “SERVICE PROVIDER” DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE DOCPP SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY “SERVICE PROVIDER” (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER “SERVICE PROVIDER” NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL “SERVICE PROVIDER” OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF BUYER’S OR ANY USER’S DATA, FILES, OR PROGRAMS.
- 9. LIMITATIONS OF LIABILITY
NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF “SERVICE PROVIDER”) SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS DOCPP AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS DOCPP AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL EXCEED THE FEES PAID OR PAYABLE BY BUYER UNDER THIS DOCPP AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE. The foregoing limitations shall not apply to the parties’ obligations (or any breach thereof) under Sections entitled “Restriction”, “Indemnification”, or “Confidentiality”.
- 10. PROMOTIONAL MATERIALS
- “Service Provider” may include Buyer’s name and logo in its Buyer lists and on its website.
- “Buyer” agreed to publish small side ads on “site” whenever “Service Provider” plans on it without interfering or interrupting to the DocPP main service.
- “Buyer” agreed to publish DocPP marketing statement (eg: ‘Software Solution By: HealthCare.LK or any other statement as “Service Provider’ decides) on any printed report margin less than in 10pt font size without interfering or interrupting to the main service.
- “Service Provider” will refund of “System Fee” according to the agreement to the “Buyer” after introducing new five (5) successful business contacts within 18 months starting from 01/Jan/2017. (Apply to first fifty (50) “Buyers” only.)
- 11. SUPPORT & MAINTANANCE SERVICE
11.1 Support and Maintenance Services
Support and Maintenance Services are included in the DocPP Service subscription in Exhibit A and entitles Buyer to the following:
(a) Telephone or electronic support in order to help Buyer locate and correct problems with the Software.
(b) Bug fixes and code corrections to correct Software malfunctions in order to bring such Software into substantial conformity with the operating specifications.
(c) All extensions, enhancements and other changes that “Service Provider”, at its sole discretion, makes or adds to the Software and which “Service Provider” furnishes, FREE of charge to all other Subscribers of the DocPP Service.
(d) Up to five (5) dedicated contacts designated by Buyer in writing that will have access to support services.
11.2 Response and Resolution Goals
- “business hours” 8am-6pm CST, Monday to Friday, except holidays.
- “Fix” means the repair or replacement of Software component to remedy Problem.
- “Problem” means a defect in Software as defined in “Service Provider”’s standard Software specification that significantly degrades such Software.
- “Respond” means acknowledgement of Problem received containing assigned support engineer name, date and time assigned, and severity assignment.
- “Workaround” means a change in the procedures followed or data supplied by Buyer to avoid a Problem without substantially impairing Buyer’s use of the Software.
11.3 Error Correction
“Service Provider” shall use commercially reasonable efforts to correct all Errors or to provide a reasonable workaround as soon as is possible using its reasonable efforts during “Service Provider” normal business hours. “Buyer” shall provide such access, information, and support as “Service Provider” may reasonably require in the process of resolving any Error. This paragraph is Customer's sole and exclusive remedy for Errors.
11.4 Support Exclusions: Axosoft is not obligated to correct any Errors or provide any other support to the extent such Errors or need for support was created in whole or in part by:
(i) the acts, omissions, negligence or willful misconduct of Customer, including any unauthorized modifications of the System or its operating environment;
(ii) any failure or defect of Customer’s or a third party’s equipment, software, facilities, third party applications, or internet connectivity (or other causes outside of Axosoft's firewall);
(iii) Customer’s use of the System other than in accordance with the System’s documentation; or
(iv) a Force Majeure Event.
- 12. USER RIGHTS
a) License and Use Restrictions. “Buyer” shall not, directly, indirectly, alone, or with anotherparty, (i) copy, disassemble, reverse engineer, or decompile the System; (ii) modify, create derivative works based upon, or translate the System; (iii) license, sell, rent, lease, transfer, grant any rights in or otherwise commercially exploit the System in any form to any other party, nor shall “Buyer” attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing, except as expressly permitted hereunder. You acknowledge and agree that “Service Provider” shall own all right, title and interest in and to all intellectual property rights (including all derivatives or improvements thereof) in the System and any suggestions.
b) System Administrator; User Access. “Service Provider” shall designate one or more System Administrators. System Administrators shall be responsible for managing User access, including adding and subtracting Users. The System Administrator shall ensure that multiple Users do not share a password or user name. “Buyer” acknowledges and agrees that it is prohibited from sharing passwords and/or user names with unauthorized users.
c) Security. “Buyer” is solely responsible for maintaining the security of all user names and passwords granted to it, for the security of its information systems used to access the System, and for its Users’ compliance with the terms of this Agreement. “Service Provider” will act as though any electronic communications it receives under “Buyer”'s user names have been sent by “Buyer”. “Buyer” will immediately notify “Service Provider” if it becomes aware of any loss or theft or unauthorized use of any of Customer's passwords or user names. “Service Provider” has the right at any time to terminate or suspend access to any User or to Customer if “Service Provider” believes in good faith that such termination or suspension is necessary to preserve the security, integrity, or accessibility of the System or “Service Provider”'s network.
I READ THIS AGREEMENT AND UNDERSTOOD AND AGREE TO ALL OF TERMS AND CONDITIONS. I ENTER INTO THIS AGREEMENT VOLUNTARILY, WITH FULL KNOWLEDGE OF ITS EFFECT.