Terms and Conditions

Babylon Rwanda Limited - Consumer Terms and Conditions

We may amend these from time to time as set out in clause 3. Please check to ensure you understand the terms that will apply at the time you enter into any transaction with the Company. These Terms were most recently updated on [insert date of publication] 2016.

1. Definitions

1.1 When the following words with capital letters are used in these Terms, this is what they will mean:

(a) “Advice” means the advice or other services provided by a Practitioner or the Company to a User through the App or otherwise facilitated by the Company.

(b) Affiliates: those persons providing Services or Products through the Company or its App or ordered through the Company or its App, including suppliers and Practitioners and any subcontractors to the Company.

(d) USSD Service: means the Babyl mobile service accessed through the code as specified by the Company and available with Tigo and MTN networks.

(e) Company: Babylon Rwanda Limited registered in Rwanda with company number 105126570, registered office at Floor 6, Ecobank, Plot 314, Avenue de la Paix, Kigali, Rwanda.

(f) Event Outside Our Control: is defined in clause 8.2.

(g) Materials: means any materials, documents, information, intellectual property or other assets belonging to the Company and/or any Affiliate.

(h) Practitioner: the medical health practitioner carrying out or providing the Services to include but not limited to a registered general physician (“GP”), registered nurse (“Nurse”) or registered medical specialist clinician or consultant (“Specialist”) registered, as applicable, with the relevant body in Rwanda.

(i) Product: any physical product ordered by you through the Company’s App or which the Company provides to you.

(j) Services: any services that the Company provides to you or which you order or access through the Company’s App/ USSD Service.

(k) Terms: the terms and conditions set out in this document including the Schedules.

(l) User: means a customer of the Company who makes use of the Services and/or orders or purchases Products via the App/ USSD service.

(m) In writing or written: shall include in relation to any communication from the Company or its Affiliates, any email, letters, on-screen alert, on-screen notification, prompt, field or other communication of information to you from the Company or its Affiliates and in relation to any communication from you to the Company shall include any email address provided to you by the Company for such communication.

2. OUR CONTRACT WITH YOU

2.1 The Services and Products ordered through the App/ USSD Service may be provided to you by the Company or by a third party. These are the terms and conditions on which the Company supplies Services, Products or otherwise contracts with you. If a third party provides a Service or Product through the App/ USSD Service, the third party may apply its terms and conditions to the Service or Product provided by it. Please ensure that you carefully read these Terms and the terms and conditions of any third party which provides a Service or Product through the App/ USSD Service.

2.2 The Schedules to these Terms are part of the contract.

2.3 The Company does not contract otherwise than on these Terms unless explicitly agreed in writing. If you do not agree with these Terms, you should not use the Company’s App/ USSD Service or otherwise order or use any Product or Services from the Company.

3. CHANGES TO TERMS

3.1 The Company may revise these Terms from time to time in the following circumstances:

(a) Changes in how the Company accepts payment from you;

(b) Changes in relevant laws and regulatory requirements; and

(c) Where the Company in its discretion deems a revision necessary or desirable and notifies you of such a revision.

3.2 If the Company makes a revision to these Terms under clause 3.1, the Company will notify you through the most appropriate means and you will have a right to cancel the contract in accordance with clause 9.3 (c). The then current Terms will apply to any transaction or use and it is your responsibility to ensure that you are content to contract on the then current Terms at the point of any transaction or use.

4. PROVIDING SERVICES

4.1 The Company will not be responsible for any delays or lack of performance by it or any of its Affiliates due to an Event Outside Our Control. See clause 8.3 for the Company’s responsibilities when an Event Outside Our Control happens.

4.2 The Company may have to suspend the Services if the Company has to deal with technical problems, or to make improvements to the Services. The Company will use reasonable efforts to minimise such times of suspension but such suspension shall not affect your obligation to pay any subscription or other payment due, provided that such period(s) of suspension do not exceed 30 days in aggregate in any year period.

4.3 If you do not pay the Company for the Services when you are supposed to as set out in these Terms the Company may suspend the Services with immediate effect until you have paid the Company the outstanding amounts.

5. IF THERE IS A PROBLEM WITH THE SERVICES

5.1 In the unlikely event that there is any defect with the Services:

(a) Please contact and inform the Company as soon as reasonably possible;

(b) Please give the Company a reasonable opportunity to repair or fix any defect and/or to contact the relevant Practitioner and request that they carry out the required repair or fix the defect; and

(c) The Company will use reasonable efforts to repair or fix the defect as soon as reasonably practicable.

You will not have to pay for the Company or Practitioner to repair or fix a defect with the Services under this clause 5.1.

5.2 As a consumer you have legal rights in relation to Services not carried out with reasonable skill and care, or if the materials the Company or Practitioner use are faulty or not as described.

5.3 The Company values your feedback and, following a consultation on the App, provides you with the opportunity to rate your consultation and to provide additional comments. If you have any complaints, please do not hesitate to get in touch by telephoning the Customer Care team on 8111, or by e-mailing the Company at support@Babylrwanda.com.

6. PRICE AND PAYMENT

6.1 The price of the Services or Products will be set out in the Company’s App/ USSD Service or in the Schedules to these Terms at the time of agreement by the Company to provide the Services and or Products. The Company’s prices may change at any time, but price changes will not affect any Services or Products which you have already ordered.

6.2 These prices exclude: (i) VAT, where applicable, and unless otherwise stated; and: (ii) reasonable credit card and other processing fees, where these are incurred by the Company.

6.3 Subject to clause 6.6, the Company will typically charge or invoice you for the Services or Products at the time you order them. Any amounts charged or invoiced are due and payable upon the invoice being issued unless otherwise specified in these Terms or the App.

6.4 You can pay for Services or Products using a credit card, debit card or mobile money.

6.5 Payment for the Services and/or Products and all applicable delivery charges are to be made in advance.

6.6 When you book a consultation with a Practitioner, request a medical test or fulfilment of a prescription, or request other Products or Services from time to time, we may: (i) charge you in full for that Service or Product, or (ii) invoice your insurer, and in the event there is a shortfall in your insurer’s contribution relative to the price of the Product or Service, later invoice you for that shortfall.

6.7 The Company will use reasonable endeavours to process select insurance claims directly with approved insurers on your behalf, providing you have provided correct and sufficient insurance details (including, without limitation, authorisation details for the relevant treatment), the relevant treatment is likely to be a treatment covered by the insurance company, you have consented or requested such processing in the App/ USSD Service and the insurance company is one which is on an approved list as having agreed to such interaction with the Company. By providing your insurer’s information through the App/ USSD Service you will be deemed to have consented to the above processing. It is your responsibility to verify with your insurer that the condition to be treated is covered by your insurance, and to obtain a pre-authorisation number for your treatment which you enter into the App. The Company is not responsible for this pre-authorisation or verification. Insufficient documentation will prevent direct settlements and may result in the account being billed to you. Any shortfalls in benefit are your responsibility. Should your insurer determine that the care and treatment is not covered, or not fully covered, under your insurance policy, you agree that you will be liable for the portion of the charges that are not settled by the insurer.

6.8 You agree to provide only valid pre-authorisation details and insurance processing requests through the App.

6.9 You understand and acknowledge that subscriptions will automatically renew upon the end of the agreed term, unless you provide a written request to the Company to cancel the subscription prior to the end of the relevant subscription period.

6.10 Subscriptions available within the App/ USSD Service are monthly subscriptions, payable up-front in advance. For your convenience, the per-month price may be displayed.

7. OUR LIABILITY TO YOU

7.1 If the Company fails to comply with these Terms, the Company is responsible for loss or damage you suffer that is a foreseeable result of the Company’s breach of these Terms or the Company’s negligence, but the Company is not responsible for any loss or damage that:

(a) Is not foreseeable. Loss or damage is foreseeable if it is an obvious and direct consequence of our breach or if it is contemplated by you and the Company at the time the Company entered into this contract; or

(b) Has been caused by a relevant Practitioner (except to the extent such Practitioner is an employee of the Company acting within the scope of their employment), Affiliate, subcontractor or third party. Such Practitioner, Affiliate, subcontractor or third party person shall be solely liable for that loss or damage unless and to the extent that it is caused by the negligence, material breach or wilful default of the Company.

7.2 Partnership companies are not responsible for any loss or damage that has been caused by the Company, a Practitioner, an Affiliate or subcontractor or third party and the Company or the Practitioner, Affiliate, subcontractor or third party shall be solely liable for that loss or damage.

7.3 The App is not suitable for managing a medical emergency or acute condition, any condition that should reasonably require face to face analysis, diagnosis or treatment, or for sourcing any product or service urgently. The company cannot guarantee continuous availability of any Practitioner or any availability of any particular Practitioner

7.4 Appropriate technical and organisational measures shall be taken against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data but subject to that and the Company’s obligations under law as a data controller, the Company is not responsible for any data loss or unauthorised access by other persons, whether a result of unauthorised access, misaddress, technical failure, technical interference, negligence or otherwise. The Company reserves the right to withdraw or delete any information from the App/ USSD Service at any time. For the avoidance of doubt, the company cannot be held responsible for the security of personal data on any device that has had its operating system modified (such as being jailbroken or rooted).

7.5 Except as set out under clause 7.7, the Company:

(a) Otherwise disclaims all warranties, express or implied;

(b) Does not warrant that the App, the Company’s servers, or e-mail sent from the Company are free of viruses or other harmful components.

(c) Will not be liable for any damages of any kind arising from the use of the App/ USSD Service, including, but not limited to:

(i) Indirect;

(ii) Incidental;

(iii) Punitive; an/or

(iv) Consequential damages.

7.6 The Company provides, among other things, a communications platform for you to communicate with Practitioners and to order products and services from third parties. Except in respect of the actions or omissions of the Company or its officers and employees acting within the scope of their employment, the Company does not accept any liability or responsibility for the actions or omissions of any third party, in particular its Affiliates and any Practitioners who are not employees of the Company.

7.7 The Company only supplies the Products and Services for domestic and private use. You agree not to use the Products and/or Services for any commercial, business or re-sale purpose, and the Company has no liability to you for any:

(a) Loss of profit;

(b) Loss of business;

(c) Business interruption; or

(d) Loss of business opportunity.

7.8 The Company does not exclude or limit in any way its liability for:

(a) Death or personal injury caused by the Company’s negligence or the negligence of its employees, agents or subcontractors;

(b) Fraud or fraudulent misrepresentation;

(c) Unsafe or defective products under the Law relating to competition and consumer protection.

(g) For any other liability which cannot be excluded or limited by applicable law.

7.9 Without prejudice to clause 7.7 above, the liability of the Company in connection with the Services and any Product whether under contract, tort/delict, statute, common law or otherwise (and including for negligence or wilful default) shall not in any circumstances exceed:

(a) [$2,000] in aggregate in relation to any Services and/or Products ordered through the Online Shop; and

(b) [$1,000,000] in aggregate otherwise.

8. EVENTS OUTSIDE OUR CONTROL

8.1 The Company will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under these Terms that is caused by an Event Outside Our Control.

8.2 An Event Outside Our Control means any act or event beyond the Company’s reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks. For the avoidance of doubt, an Event Outside Our Control includes any action or failure to act by the relevant Practitioner and/or insufficient/variable network connectivity at any time for the User, Company or Practitioner.

8.3 If an Event Outside Our Control takes place that materially affects the performance of the Company’s obligations to you under these Terms:

(a) The Company will notify you; and

(b) The Company’s obligations under these Terms will be suspended and the time for performance of its obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects the Company’s performance of Services to you, the Company will resume the Services as soon as reasonably possible after the Event Outside Our Control is over.

8.4 You may cancel the contract immediately if an Event Outside Our Control takes place resulting in a suspension of the Services that continues for longer than 2 weeks and you no longer wish the Company to provide the Services. Please see your cancellation rights under clause 9. The Company may cancel the contract if an Event Outside Our Control continues for longer than 2 weeks.

9. YOUR RIGHTS TO CANCEL AND APPLICABLE REFUNDS

9.1 Subject to Clause 9.3, you have the following rights regarding (i) cancellation of the Services (including where you choose to cancel because the Services are affected by an Event Outside Our Control or if the Company change these Terms under clause 3.1 to your disadvantage); and (ii) refunds, where you have made a payment for a:

(a) Monthly subscription you may cancel the Services and you shall:

(i) Be entitled to a refund of your subscription, in whole or in part if you choose to cancel the Services because the Company has changes the Terms to your disadvantage or the Company breaks this contract in any material way and the Company does not correct or fix the situation within 14 business days of you asking the Company to in writing;

(ii) Not be entitled to a refund of your subscription, in whole or in part where you choose to cancel because the Services are affected by an Event Outside Our Control

(b) Non-subscription Service that you request from time to time (including, without limitation, fees for consultations with Specialists), you may cancel such requests by providing reasonable (and, in any case, greater than 24 hours) notice to the Company but you acknowledge and accept that the Company may begin to procure, resource, prepare, organise and/or undertake provision of a Service as soon as you request the Service and, accordingly, any costs the Company has reasonably incurred in procuring, resourcing, preparing, organising or undertaking the relevant Service shall be deducted from any refund that is due to you, and such deduction shall be a minimum of 5000 RWF in respect of Services provided in Rwanda. You shall not be entitled to any refund for any Services that cannot be fulfilled due to your own absence (including, without limitation, for a scheduled consultation), insufficient or variable network connectivity, negligence or other relevant error.

9.2 Once the Company has begun to provide the Services to you, you may cancel the contract for Services with immediate effect by giving the Company written notice if:

(a) The Company breaks this contract in any material way and the Company does not correct or fix the situation within 14 business days of you asking the Company to in writing;

(b) The Company goes into liquidation or a receiver or an administrator is appointed over its assets;

(c) The Company changes these Terms under clause 3.1 to your disadvantage;

(d) The Company is affected by an Event Outside Our Control in the circumstances set out in clause 8.4.

9.3 No refund shall be due because of any unavailability of any particular Practitioner where the App/ USSD Service is functioning and an alternative Practitioner is available, or, for the avoidance of doubt, in the event of the unavailability of any feature or function of the App/ USSD Service that is available to Users free of charge. Nor shall any refund be due because of any temporary interruption in service. You accept by using the App that Practitioners may vary in their opinions and provided any opinion and/or advice and/or recommendation and/or prescription is given in good faith by a relevant Practitioner, no refund shall be due in respect of Services provided.

RIGHT TO CANCEL

9.5 You acknowledge that you cannot cancel an order for the supply of digital content or Services which have been fully performed, where we started delivery of the digital content or performance of the Services upon your request.

9.6 To cancel your order under clause 10 You must inform us (Babylon Rwanda Ltd, Floor 6, EcoBank Building, Plot 314, Avenue de la Paix, Kigali, Rwanda. Email (support@Babyl.rw) of your decision to cancel this contract by an unequivocal statement (e.g. e-mail or letter). To meet the cancellation deadline, you must send your communication of cancellation before the 14 day period has expired.

9.7 If you cancel this contract under clause 10, we will reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us) without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to cancel this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

10. OUR RIGHTS TO CANCEL AND APPLICABLE REFUND

10.1 The Company may have to cancel a request for Services before the start date for the Services, due to an Event Outside Our Control or the unavailability of key personnel or key materials without which the Company cannot provide the Services. The Company will promptly notify you if a Service is unavailable.

10.2 Once the Company has begun to provide the Services to you, the Company may cancel the contract for the Services at any time by providing you with at least 15 calendar days’ notice in writing.

10.3 If the Company has to cancel provision of a Service or the Services under clause 10.1or clause 10.2 and you have made any payment in advance for the Service or Services that has not been provided to you:

(a) In the case of a Service you have requested and paid for via a monthly subscription payment, the Company shall use reasonable endeavours to restore the affected Service per clause 4.2 and no refund of such subscription payment shall be due where the Company has cancelled the Services due to an Event Outside Our Control;

(b) In the case of a Service you have requested and paid for via a non-subscription payment, the Company shall refund the individual payment to you;

(c) For the avoidance of doubt, in the case of a Service you have requested that ordinarily is available free of charge to Users, you shall not be eligible to receive any refund;

(d) For the avoidance of doubt, no refunds shall be payable in the event that a Service that you have requested cannot be provided due to your own absence (including, without limitation, for a scheduled consultation), negligence, failure to provide requested information or other relevant error.

10.4 The Company may cancel the contract for Services at any time with immediate effect by giving you written notice if:

(a) You do not pay the Company when you are supposed to as set out in these Terms; or

(b) You break the contract in any other material way and you do not correct or fix the situation within 7 calendar days of the Company asking you to in writing, or sooner if reasonably required.

10.5 From time to time, the Company will request certain information from you that may be confidential and/or covered by data protection legislation – for example, details of any medical conditions. The Company will contact you in writing about this. If you do not, after being asked by the Company, provide the Company with this information, or you provide the Company with incomplete or incorrect information, the Company may suspend the Services by giving you written notice. The Company will not be liable for any delay or non-performance where you have not provided this information to the Company after the Company have asked for such information and the Company will not be obliged to provide any refund.

11. ELECTRONIC COMMUNICATIONS

11.1 When you use the App/ USSD Service or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices, alerts, prompts, SMS messages, information fields or other information through the App/ USSD Service. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

12. YOUR OBLIGATIONS

12.1 You undertake that:

(a) All information you give to the Company, its Affiliates and any Practitioner will be accurate and not omit anything of importance;

(b) You will comply with all instructions and advice given to you by any Practitioner;

(c) If, following use of the App/ USSD Service, you are in any doubt, or have any concerns regarding any information or advice you have received or failed to receive via the Services, or regarding your health, wellbeing or any conditions, you agree to seek further medical opinion from a registered GP or suitable healthcare professional not affiliated with the Services and/or shall utilise the emergency services as applicable.

(d) You will comply with any instructions given in relation to any prescription given to you including in particular route, timing and dosages;

(e) You will promptly report any side effects of any prescription to a Practitioner.

(f) You will protect anything prescribed to you and not permit any other person access to the prescription;

(g) You will not use any prescription after its expiry date;

(h) You will not register more than once with the App/ USSD Service;

(i) Subject to clause 16 you will not register on behalf of any other person or answer questions or pretend to be any other person;

(j) You will promptly notify the Company if you are aware that any part of your medical record in the App or held by the Company including any tests, prescriptions, imaging, advice given or opinion expressed is incomplete or inaccurate; and

(k) To help us protect the privacy and security of your information, you agree not to make independent recordings of consultations. Your consultations are available for playback within the App.

13. INTELLECTUAL PROPERTY

13.1 The content of the Company’s website, App, USSD Service and other Materials is protected by copyright, trademarks, database right and other intellectual property rights.

13.2 You may retrieve and display the content of the Company’s App/ USSD Service and/or any information stored on or procured through it on a computer or device screen, store such content in electronic form on disk or print copies of such content for your own personal and non-commercial use, provided you keep intact all and any copyright and proprietary notices.

13.3 Consultations, activity and data inputted in the App/ USSD Service may be recorded by the Company and you consent to such recording, storage and subsequent retrieval by the Company. You may view consultation recordings from within the App for your own private purposes (and may show them to any other medical practitioner who is supporting your care) but you acknowledge that all intellectual property rights in these belong to the Company.

13.4 You may not otherwise reproduce, modify, copy or distribute or use for commercial purposes any of the materials or content of the Company’s App/ USSD Service without written permission from the Company. You do not obtain any right in the copyright, design right or any other intellectual property rights in any materials or other documents or items made available to you on the Company’s App/ USSD Service or through your use of the Services.

13.5 You shall be entitled to use any such materials, documents or other items as are referred to in paragraphs 13.1 to 13.4 above for personal use and only in connection with the Services but shall not be entitled to copy, edit, alter or disseminate (including but not limited to, distributing or making the materials, documents or other items available on a file-sharing network) any such items (in whole or in part) or use them for any commercial purpose. For the avoidance of doubt, nothing in these Terms restricts you from using your medical information for your own personal use including passing to any other medical practitioner.

13.6 All content included in the App, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations and software, is the property of the Company or its content suppliers and protected by national and international copyright laws. The compilation of all content in the App/ USSD Service is the exclusive property of the Company. All software used in the App/ USSD Service is the property of the Company or its software suppliers and protected by national and international copyright laws.

14. TRADEMARKS

The Babyl mark, logo, combined mark and logo and other marks indicated in our App/ USSD Service are trademarks of the Company or its affiliates in the United Kingdom, Northern Ireland, Rwanda and other countries. Other graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress of the Company or its Affiliates.

15. LICENSE AND APP USE

The Company grants you a limited license to access and make personal use of the App/ USSD Service and not to modify it, or any portion of it, except with express written consent of the Company. This license does not include any resale or commercial use of the App/ USSD Service or its contents; any derivative use of the App/ USSD Service or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. The App/ USSD Service or any portion of the App/ USSD Service may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of the Company. Any unauthorised use terminates the permission or license granted by the Company. You may not use any logo or other proprietary graphic or trademark of the Company or its Affiliates as part of the link without our express written permission.

16. YOUR USE OF THE COMPANY’S SYSTEMS

Persons aged 18 years or older may use the App/ USSD Service on their own, via their own account, via payment made using their own credit card, debit card or mobile money account. Persons aged 16 years to 18 years may use the App on their own, via their own account, with payment provided by a credit card, debit card or mobile money account belonging to a parent, legal guardian or other adult individual who has consented for their credit card, debit card or mobile money account to be used for such purposes.

Persons older than 28 days and under 16 years of age (a “Minor”) may have their account opened by a parent or legal guardian on their behalf with the App but (i) the Minor’s account shall be accessible only by switching profiles within the adult’s account to which it is attached; and (ii) the Minor may use the App and the Services only with the express permission and ongoing presence and supervision of the parent or legal guardian. The Company and its Affiliates reserve the right to refuse to provide Services and/or Products, terminate accounts, or remove or edit content where they have a reasonably held suspicion that a Minor is using the App/ USSD Service and/or other Services contrary to the provisions of this clause 16.

17. INTERNATIONAL USE

The App may only be used within the United Kingdom, Ireland and Rwanda and may not be used in any circumstances where the laws of any jurisdiction outside the above countries would apply to its use, or the provision of the Services or Products.

The USSD Service may only be used within Rwanda and may not be used in any circumstances where the laws of any jurisdiction outside Rwanda.

The Company makes no promise that materials on the Company’s website, App, Systems and Online Shop are appropriate or available for use in locations outside the United Kingdom, Ireland and Rwanda and accessing the Company’s website, App, Systems and Online Shop from territories where its contents are illegal or unlawful is prohibited.

If in contravention of these Terms you access the Company’s website, App, USSD Service and Systems from locations outside Rwanda, you do so on your own initiative and are responsible for compliance with local laws.

18. ABUSIVE USE

The Company reserves the right to deny any person (inclusive of any User) access to the App/ USSD Service and/or its Services and Products in the event that the person is abusive or inappropriate to any Practitioner or any employee or agent of the Company. Inappropriate use includes, without limitation: (i) inappropriate, abusive, offensive behaviour or remarks; or (ii) ‘time-wasting’; or (iii) excessive use of a Service or Services in the reasonable opinion of the Company and/or relative to typical usage patterns in the reasonable opinion of the Company. In the event of inappropriate or abusive use, the Company reserves the right to terminate provision of Services or Products and use of the App (including deletion of the User’s account and information) immediately upon notice.

19. SERVICES DESCRIPTION

The Company and its Affiliates attempt to be as accurate as possible in their description of the Services. However, the Company does not warrant that descriptions of services or other content of the App/ USSD Service is accurate, complete, reliable, current, or error-free. The Company provides links to other sites and maintains feeds from external data providers over which the Company has no control. The Company is not responsible for the availability of such external sites or resources and does not endorse and is not responsible or liable for any content, advertising, products or other material on or available from such sites or resources.

20. DISPUTES

20.1 If any dispute arises in connection with these Terms, the parties will attempt to resolve the dispute between the parties. If the dispute is not resolved within 60 days of the initial notification of a dispute by either party, any and all disputes shall be submitted to Kigali International Arbitration center (KIAC) and shall be finally settled through binding arbitration under the Rules of Arbitration in effect on the date that such notice of dispute is given.

20.2 The arbitration shall be conducted before a panel of three (3) arbitrators. Each Party shall nominate one arbitrator each and the two (2) arbitrators shall mutually select a third arbitrator, who shall serve as the Chair of the arbitration panel. If no agreement on the third arbitrator can be reached within thirty (30) days of the confirmation of the second arbitrator, then the Chairman shall be appointed by KIAC. The seat of the arbitration shall be in Kigali, Rwanda, and the arbitral proceedings shall be in the English language. Either party may seek interim injunctive relief from a court, which shall not be deemed as a waiver of any provision in this section. The arbitral tribunal shall also have authority to make such orders for interim relief as well as injunctive relief. The prevailing party in the arbitration shall recover costs and expenses of the arbitration, as well as reasonable attorney’s fees.

21. APP POLICIES, MODIFICATION, AND SEVERABILITY

21.1 We reserve the right to make changes to our App/ USSD Service at any time and, subject to clause 10.3, to withdraw any Service by providing you with reasonable notice.

21.2 If any of these Terms shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

22. HOW TO CONTACT THE COMPANY

22.1 The Company is a limited company registered in Rwanda. The company registration number is 105126570 and the registered office is at Kimihurura, Gasabo, Umujyi wa Kigali, Rwanda. The Company operates the website www.Babylhealth.rw. The main trading address of the Company is Floor 6, Ecobank Building, Plot 314, Avenue de la Paix, Kigali, Rwanda.

22.2 If you have any questions or if you have any complaints, please contact the Company. You can contact the Company by telephoning the Membership Service Team at 8111 or by e-mailing the Company at support@Babylrwanda.com.

22.3 If you wish to contact the Company in writing, or if any clause in these Terms requires you to give the Company notice in writing (for example, to cancel the contract), you can send this to the Company by e-mail, by hand, or by pre-paid post to Babylon Rwanda Limited at Floor 6, Ecobank Building, Plot 314, Avenue de la Paix, Kigali, Rwanda. The Company will confirm receipt of this by contacting you by phone. If the Company has to contact you or give you notice in writing, the Company will do so by e-mail, by hand, in writing or by pre-paid post to the address you provide to the Company upon agreement by the Company to provide the Services.

23. HOW THE COMPANY MAY USE YOUR PERSONAL INFORMATION

23.1 The Company will use the personal information you provide to the Company to:

(a) Provide the Products and Services;

(b) Provide to Affiliates of the Company where reasonable or necessary in relation to the provision of the Products and Services, including provision of your information to Practitioners including Nurses, GPs, Specialists, dispensing chemists, partner pathology (testing) providers, and suppliers or subcontractors used to provide Services and Products;

(c) Process your payment for such Products and Services;

(d) Review and enhance the quality of the Services, including monitoring compliance with clinical care standards;

(e) Comply with reasonable requests by regulatory bodies including the Rwanda Medical and Dental Council, Nursing and Midwifery Council, Ministry of Health or as otherwise required by law or regulation;

(f) Where you request it or have otherwise consented, provide it to your insurance company(y/ies) who may contribute to the cost of the Products or Services you request to use;

(g) Provide information to your other healthcare providers; or

(h) The detection of fraud.

23.2 We only use your personal information in accordance with our Privacy Policy. For details, please see our Privacy Policy. Please take the time to read these, as they include important terms that apply to you and are integrated into these Terms.

23.3 We will not provide your personal information to any other persons or use it for any other purpose except as set out in this clause and in the Privacy Policy.

23.4 If you elect to pre-authorise a treatment via an insurance company, you acknowledge and agree that it may be necessary to provide access to your contact, personal, medical, treatment, outcomes or other information, to your insurer to facilitate your request and the insurer’s quality control and clinical practice requirements. Alternatively, the insurer may contact you with a separate consent form, requesting that you allow them to request information from us relating to your claim.

23.5 The Company retains the right to use anonymised data for purposes including (without limitation) research.

23.6 The Company uses a third party to process payments and refunds. We do not store your credit or debit card details. Credit/ debit card details are stored securely with a third party in the eventuality of payment being required for future purchases or shortfalls in payments by insurers.

23.7 Authorised members of the Company’s clinical team may utilise consultation recordings for audit and quality monitoring purposes.

24. OTHER IMPORTANT TERMS

24.1 The Company may transfer its rights and obligations under these Terms to another organisation, and the Company will always notify you in writing if this happens, but this will not affect your rights or the Company’s obligations under these Terms.

24.2 You may only transfer your rights or your obligations under these Terms to another person if the Company agrees in writing.

24.3 Notwithstanding that this contract has a number of Schedules which may apply to one or more of the particular Services or Products supplied by the Company, there are one set of terms and may only be accepted or declined in full.

24.4 The Terms are the terms of the contract between you and the Company. No other person shall have any rights to enforce any of the Terms. The Company may enforce the Terms on behalf of Affiliates.

24.5 If an Affiliate which is a third party provides a Service or Product through the App/ USSD Service, such third party may apply its terms and conditions to the Service or Product provided by it and such terms and conditions will form the basis of a contract between you and the third party.

24.6 Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.

24.7 If the Company fails to insist that you perform any of your obligations under these Terms, or if the Company does not enforce its rights against you, or if the Company delays in doing so, that will not mean that the Company has waived its rights against you and will not mean that you do not have to comply with those obligations. If the Company does waive a default by you, the Company will only do so in writing, and that will not mean that the Company will automatically waive any later default by you.

24.8 These Terms are governed by Rwandan law. You and the Company both agree to submit to the non-exclusive jurisdiction of the Rwandan courts.

SCHEDULE 1 – CONSULTATIONS TERMS AND CONDITIONS (COVERING VIDEO, AUDIO AND TEXT CONSULTATIONS)

1. NATURE OF ADVICE GIVEN VIA THE SERVICES AND RELIANCE

1.1 Certain Practitioners are employed by the Company and other Practitioners are independent third parties. The Company has taken reasonable steps to verify the identity of Practitioners against their regulatory body’s database of members and in the normal course of events will use reasonable efforts to verify certain background information about a Practitioner.

1.2 Consultations are subject to Practitioner availability. When you place an order for a consultation with a Practitioner, the Company shall use reasonable efforts to offer a consultation within a reasonable period of time, but the Company does not guarantee to offer a consultation within a particular time frame.

1.3 By using a text, audio and/or video consultation, you consent to the use of a remote service.

1.4 You acknowledge that while the Company takes all reasonable precautions, due to the nature of electronic communications the security of a remote interaction cannot be guaranteed.

1.5 You understand and agree that triage consultations maybe limited to 5 minutes and consultations with GPs and Nurses may be limited to 10 minutes in duration. Consultations with Specialist may be limited to 20 minutes in duration.

1.6 Advice, information or other communications given or made remotely by audio or video are by their nature limited relative to a face-to-face consultation. A non-face to face consultation may therefore not be sufficient in certain circumstances and Users should be aware of, and by using the Company’s App/ USSD Service and any other facility are deemed to have accepted, those limitations. In particular, a non-face to face consultation is unlikely to be appropriate or sufficient in circumstances of: (i) emergency, (ii) urgency, (iii) where a physical examination is likely to be required, (iv) where physical intervention is likely to be required, or (v) where the problem, issue or information required is not suited to remote communication.

1.7 It is the responsibility of the User to evaluate whether any advice received via the Services is suitable or sufficient for the User’s needs, to what extent the User should rely upon it and whether the User should seek the assistance of a GP, other medical practitioner or emergency services.

1.8 If, following use of the App/ USSD Service, you are in any doubt, or have any concerns regarding any information or advice you have received or failed to receive via the Services, or regarding your health, wellbeing or any conditions, you agree to seek further medical opinion from a registered GP or suitable healthcare professional not affiliated with the Services and/or shall utilise the emergency services as applicable.

2. AMENDMENT OF THE TERMS

A User may separately agree terms and conditions with a Practitioner in relation to the Terms upon which that Practitioner is willing to provide services to the User. If that is the case, such agreement shall not affect these terms to the extent they apply to the relationship between the User and the Company.

3. COMMITMENT TO YOU

3.1 Each of our Practitioners who is a GP or Nurse has committed:

(a) To provide a professional and transparent service that complies with the General Medical and Dental Council Guidelines or Nursing and Midwifery Council and clinical best practice in Rwanda.

(b) To volunteer where requested their name and General Medical Council and Dental Council / Nursing and Midwifery Council professional registration number when prescribing medicines (applicable to GPs only) and communicating with patients;

(c) To prescribe medicines only when in their professional judgment it is in the patient’s best interests to receive the medicine being requested and, accordingly, to refuse to prescribe medicines when they believe it is not in the patient’s best interests to receive medicines without the benefit of a face to face consultation; and

(d) To take all reasonable steps to protect patients’ personal information.

SCHEDULE 2 – ADDITIONAL TERMS IN RELATION TO THE END USER LICENCE FOR THE APP

Operating system requirements This App requires an iPhone version 4 or more recent, running iOS 6 or higher, or an Android smartphone running Android v4.2 or more recent, and a consistent 3G (or faster) data connection. For the avoidance of doubt, GPRS or EDGE connections are not suitable (“Devices”).

We recommend that if you are using a wireless network to access the App, you avoid use of public wi-fi facilities in favour of a personal wi-fi connection, and that the wireless network is secured with WPA-2 security. We recommend that the device from which you access the App is password protected, set to lock after a short period of inactivity, and protected with suitable anti-virus and anti-malware software.

From time to time, updates to the App may be made available to you. We recommend that you use the latest version of the App at all times, to take advantage of the latest enhancements.

1. ACKNOWLEDGEMENTS

1.1 If any open-source software is included in the App or any Service, the terms of an open-source licence may override some of the terms of this end user licence.

1.2 From time to time updates to the App may be issued. Depending on the update, you may not be able to use the Services until you have downloaded or streamed the latest version of the App and accepted any new terms.

1.3 By using the App or any of the Services, you consent to us collecting and using technical information about the Devices and related software, hardware and peripherals for Services that are internet-based or wireless to improve our products and to provide any Services to you.

1.4 Certain Services, including Prescriptions, may make use of location data sent from the Devices. You can turn off this functionality at any time by turning off the location services settings for the App on your device. If you use these Services, you consent to us and our Affiliates’ and licensees’ transmission, collection, maintenance, processing and use of your location data and queries to provide and improve location-based products and services. You may withdraw this consent at any time by turning off the location services settings on your device.

1.5 The App or any Service may contain links to other independent third-party websites (Third-party Sites). Third-party Sites are not under our control, and we are not responsible for and do not endorse their content or their privacy policies (if any). You will need to make your own independent judgement regarding your interaction with any Third-party Sites, including the purchase and use of any products or services accessible through them.

2. PURPOSE OF APP

2.1 You acknowledge that the App has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the App meet your requirements.

2.2 The App is not a medical device. While certain information controlled, generated by, displayed within or stored in the App (including, without limitation, by the ‘Monitor Me feature) may be helpful in providing warning of certain medical or health conditions or circumstances, the App is not designed, nor may you use it as, a device to detect, diagnose, treat or monitor any medical or health condition or to establish the existence or absence of any medical or health condition. No responsibility is accepted in this regard by the Company or any of its Affiliates.

SCHEDULE 4 – ADDITIONAL TERMS IN RELATION TO PRESCRIPTIONS

1.PRESCRIBING DOCTORS

1.1 In Rwanda, Services are provided by qualified doctors registered with the Rwandan General Medical and Dental Council who are permitted to prescribe medicines without meeting the patient face to face. The registration numbers with the General Medical and Dental Council of each doctor who is or was in the past registered with this service to provide prescriptions can be supplied upon request to the Company. All doctors that have signed to provide the service, have agreed to follow Ministry of Health guidelines and regulations for remote prescribing.

2. COLLECTION OR DELIVERY OF PRESCRIPTIONS

2.1 From time to time, and subject to a range of factors including (without limitation) the nature of the items specified in a prescription and the availability of Affiliates, the App/ USSD Service may enable you to: (i) request that the Company sends your prescription to a pharmacy, for you to collect and fulfil during normal opening hours

2.3 The Company will use reasonable efforts to provide appropriate pharmacy partners in all area of Kigali.

2.4 Please note that the Company will use reasonable efforts to deliver the prescription to your device promptly but that the Company is not connected with and has no control over or responsibility for any individual pharmacy, their policies in relation to acceptance or otherwise of prescriptions, opening hours or availability. There are a number of factors which may impact on which pharmacy is chosen and there can be no guarantee that a pharmacy to which the prescription is delivered will be the nearest pharmacy.

3. THE COMPANY’S RELATIONSHIP WITH THE DISPENSING PHARMACY

3.1 From time to time the Company has arrangements in place with Affiliate dispensing chemist/s in relation to orders placed for the fulfilment of prescriptions. The dispensing chemist is a separate entity from the Company and to the extent permitted by law the Company disclaims any liability for any acts or omissions of the dispensing chemist. From time to time the Company may enter into arrangements with other dispensing chemists.

TURAKUMVA

Free health-line for youth

Terms and Conditions

Turakumva is a free health-line for youth from Rwanda. It is a service designed for teenagers to call into Babyl specialized clinicians every weekday between 4pm and 7pm and ask any questions they have about their teen issues or seek health advice. Many young people don’t feel comfortable reaching out to their relatives or friends regarding private health issues, so we provide them with an alternative way to obtain information. The service is anonymous and confidential, only the gender and age will be asked and reported for the assessment of our impact on teenage girls.

Our confidentiality promise will not apply if:

– you ask us

– we believe your life or someone else’s life is in danger

– you’re being hurt by someone in a position of trust who has access to other young people like a teacher or police officer

– you tell us that you’re seriously harming another person.

We’ll always try to let you know if we need to break confidentiality. We want to help you in the best way and support you with whatever you are going through.

Deemed acceptance

It is intended that these Terms of Use are legally binding on you and us. By accessing or using the Turakumva health-line, you are deemed to accept these Terms of Use which together with our Privacy Statement govern Babyl’s relationship with you in relation to the Turakumva health-line.

Babyl may change these Terms of Use or our Privacy Statement at our discretion and without notice. By continuing to use the Turakumva health-line you accept the Terms of Use as they apply all the time.

Your use of the Turakumva health-line and any dispute arising out of such use is subject to the laws of Rwanda.

Important information

THE TURAKUMVA HEALTH-LINE FOR YOUTH IS NOT INTENDED FOR USE IN EMERGENCY SITUATIONS. IF YOU ARE SUFFERING AN ACUTE ILLNESS OR EMERGENCY CONDITION, CALL 912 AND ASK FOR AN AMBULANCE.

The information accessed through the Turakumva health-line for youth (e.g. via phone calls or the Facebook Chat) is for your general information and use only and is not intended to be used as medical advice.

Information provided as part of the Turakumva health-line for youth may be used to assist you to manage non-acute medical conditions and locate medical assistance. However, this information is not a substitute for independent professional advice and should not be used as an alternative to professional health care. If you have a particular medical problem, please consult a healthcare professional. The Turakumva health-line is not a diagnostic tool.

You should also not disregard professional advice, or delay seeking it, because of any information accessed through the Turakumva health-line or as a result of any advice received through the Facebook Chat.

Disclaimer of warranties

While the health-line is subject to Babyl’s quality assurances processes, the information provided is also subject to continuing research, clinical experience, reasonable differences in opinions, unique aspects of individual situations and the possibility of human error in giving advice. No representation or warranty (express or implied) is made as to the currency, completeness, accuracy, reliability, suitability, and / or availability of the information given. In addition, no representation or warranty (express or implied) is made that the information will meet your health or medical requirements.

Whilst we provide general health information, the circumstance of each individual will differ. You should exercise your own judgment with respect to your use of our health-line and you should carefully evaluate the currency, completeness, accuracy, reliability, suitability and relevance of the available information.

Disclaimer of liability

You acknowledge that your use of any information given through the health-line is entirely at your own risk and that the information may contain inaccuracies or errors.

To the maximum extent permitted by law, Babyl expressly disclaims all liability (including for negligence) for any loss, damage, injury, expense or costs incurred by you arising out of accessing, using or relying on any of the information or advice given through the health-line, but not limited to, in circumstances where:

– the medical practitioner provides incorrect or inappropriate advice or information;

– the advice or information are used for a purpose for which they were not intended;

– the advice or information contain errors, omissions or inaccuracies;

– you are unable to obtain consistent, reliable and uninterrupted access to our health-line;

– you rely on an interpretation or opinion stated in, or which may be inferred from, the Turakumva health-line