Terms of Service

In short

• These terms are the agreement between your clinic and us for using Stator.
• Your clinic owns its records. We use them only to run Stator for you.
• Fees are set in a written quote.
• Either side can end the agreement with notice, and you get a full copy of your data before we delete it.
• Stator records clinical work but gives no clinical advice.
• If your clinic has signed a separate agreement with us, that agreement wins where the two differ.

1. Who these terms are between

1.1. These terms are between Stator Health Ltd (RC 9955767), a company registered in Nigeria ("Stator Health", "we", "us", "our"), and the clinic, practice or business that uses Stator ("the clinic", "you", "your").

1.2. Adewumi Studio, a software studio in Lagos, builds and maintains Stator's software for us and helps us run it. We remain responsible to the clinic for the whole service under these terms.

1.3. The clinic accepts these terms when the first of these happens: it accepts a quote or invoice from us that refers to these terms, it pays us for Stator, or its staff start using Stator for real patients. The person who accepts for the clinic confirms that they have authority to bind the clinic.

1.4. If the clinic and we have signed a separate written agreement for Stator, the signed agreement applies where it differs from these terms. Anything it doesn't cover is governed by these terms.

1.5. The Data Processing Agreement and the Acceptable Use Policy form part of these terms. Where these terms and the Data Processing Agreement differ on how personal data is handled, the Data Processing Agreement applies.

2. Words we use

• Stator or the service: the Stator records system that we host and run, including the staff app, the patient app, our set-up work and our support.
• Clinic data: everything the clinic, its staff and its patients put into Stator, including patient records, notes, documents, appointments and bills.
• Staff user: a person to whom the clinic gives a staff login.
• Patient user: a patient, or a family member with the patient's consent, whom the clinic invites to the patient app.
• Quote: our written quote, proposal or invoice setting out what the clinic is buying and the fees.
• Beta feature: a part of Stator marked "(beta)" in the app or in our documents.

3. The service

3.1. Stator lets a clinic book appointments, write clinical notes, run home visits, bill patients and HMOs, and give its patients an app for appointments, exercises and bills. The docs describe what it does today.

3.2. We host Stator, keep it running, update it and back it up. We set the clinic up as agreed in the quote, usually with its name and logo, its price list, its visit types, its staff logins and a printed guide for each role.

3.3. Beta features work but are still changing. We may change or withdraw a beta feature, and we will tell the clinic before we withdraw one that it uses.

3.4. We improve and change Stator over time. We won't remove a main part of the service that the clinic relies on, during a period it has paid for, without telling the clinic at least 30 days before.

4. Accounts and access

4.1. The clinic decides who gets a staff login and which role each person has. Each role sees only what it needs. The security page explains the roles.

4.2. Each login is for one person. The clinic makes sure its staff keep their passwords to themselves and follow the Acceptable Use Policy.

4.3. When someone leaves the clinic or no longer needs access, the clinic locks or deactivates their account straight away. Locking an account signs that person out on every device.

4.4. Patients get into the patient app only when the clinic invites them. A family member gets their own sign-in only with the patient's consent, which the clinic records.

4.5. The clinic tells us without delay if it believes a login has been misused or a password exposed.

5. Fees and payment

5.1. The fees, what they cover and how often they are billed are set out in the quote.

5.2. Fees are in naira unless the quote says otherwise, and are due by the date on each invoice. Any tax that applies by law is added where required.

5.3. If an invoice is unpaid after its due date, we will remind the clinic in writing. If it is still unpaid 14 days after that reminder, we may suspend the service under clause 11 until it is paid. Suspension doesn't delete clinic data.

5.4. We may change our fees for a coming billing period by telling the clinic in writing at least 30 days before. If the clinic doesn't accept the change, it may end the agreement before the change takes effect.

5.5. Fees already paid are not refundable, unless the quote says otherwise, the law requires a refund, or we end the agreement under clause 12.3. In that last case we refund fees paid for any period after the end date.

6. The clinic's responsibilities

The clinic is responsible for:

• having a lawful basis, and any consent the law requires, for the personal data it records in Stator, and for the privacy notices it gives its patients;
• the accuracy of what its staff record;
• every clinical decision and all clinical content, including notes, exercise programmes and anything it shows patients in the patient app;
• what its staff and patient users do in Stator, and their following the Acceptable Use Policy;
• its own devices and internet connection, and the security of the computers and phones its staff use;
• any outside account it chooses to connect to Stator, such as its own email account or a Google Calendar, and its agreement with that provider;
• telling us about any security incident on its side that could affect Stator.

7. Clinic data

7.1. The clinic owns its data. Nothing in these terms transfers ownership of clinic data to us.

7.2. The clinic allows us to store, copy, back up, transmit, display and otherwise process clinic data only as needed to provide, maintain, secure and support Stator for the clinic, to follow the clinic's instructions, and to meet a legal obligation. This permission ends when the agreement ends, except for what clause 13 needs.

7.3. We don't sell clinic data, use it for advertising, share it with other clinics or use it for any purpose of our own.

7.4. We handle the personal data in clinic data as the clinic's processor, under the Data Processing Agreement.

8. Our responsibilities

We will:

• provide Stator with reasonable skill and care;
• keep each clinic's records apart from every other clinic's;
• back up the database every night, encrypted, as described in annex A of the Data Processing Agreement;
• keep the security measures described in that annex, or measures at least as protective;
• support the clinic's staff by WhatsApp, phone or email, from the team that builds Stator;
• tell the clinic in advance, where we can, of planned maintenance that we expect to interrupt the service during its working hours;
• tell the clinic at least 30 days in advance of any change to these terms that affects it (clause 21).

9. No clinical advice

Stator is a records and administration tool. It doesn't diagnose, recommend treatment or check clinical decisions. Reminders, flags, templates, outcome measures and exercise libraries in Stator are aids for the clinic's own professionals, who remain responsible for every clinical decision. Exercise videos in Stator play from YouTube, and the clinic decides whether a video suits a patient.

10. Services from other providers

10.1. Some parts of Stator rely on providers we choose. They are listed on the sub-processors page.

10.2. Other parts work only if the clinic connects its own account, such as its own email account for sending email, or its Google Calendar. The clinic's agreement with that provider governs that account. We are not responsible for that provider's service, but we will tell the clinic if we see that a connection has stopped working.

10.3. "Share on WhatsApp" and similar links open the staff member's own WhatsApp. Stator doesn't send WhatsApp messages itself, and anything sent through WhatsApp is governed by WhatsApp's own terms.

11. Suspension

11.1. We may suspend the clinic's access, or a single user's access, if:

• an invoice is unpaid 14 days after our written reminder (clause 5.3);
• a user seriously breaks the Acceptable Use Policy;
• we reasonably believe there is a security threat to Stator, to the clinic's data or to other clinics' data; or
• the law or a lawful order requires it.

11.2. We limit a suspension to what the reason needs, for example one user rather than the whole clinic. Unless the risk makes it impossible, we tell the clinic's admin first and give the reason. We restore access as soon as the reason has been dealt with.

11.3. Suspension never deletes clinic data.

12. How long these terms last and how they end

12.1. These terms start when the clinic accepts them (clause 1.3) and continue until either side ends them.

12.2. The clinic may end these terms for any reason by giving us 30 days' written notice.

12.3. We may end these terms for any reason by giving the clinic 90 days' written notice.

12.4. Either side may end these terms at once, by written notice, if the other side seriously breaks them and doesn't put the breach right within 14 days of being asked to in writing, or if the other side becomes insolvent or stops doing business.

13. When the agreement ends

13.1. Getting your data. At any time, the clinic's admin can download the clinic's patients, visits, invoices, payments and appointments as CSV files from the Exports page in Stator (a beta feature). When the agreement ends, the clinic may also ask us, within 30 days, for a full copy of its data, including uploaded documents, in a common readable format. We provide it within 14 days of the request.

13.2. Deletion. 30 days after the end date, or after we deliver the copy if that is later, we delete the clinic's data from the live service. Encrypted backups that contain it expire on their normal cycle and are gone within 90 days. We keep only what the law requires us to keep, for as long as it requires.

13.3. Clauses that by their nature continue after the end, including clauses 7, 9, 13, 14, 15, 17 and 23, continue.

14. Confidentiality

14.1. Each side keeps the other side's confidential information private and uses it only for this agreement. Clinic data is always the clinic's confidential information.

14.2. This doesn't apply to information that is public through no fault of the receiving side, that the receiving side already had or lawfully gets from someone else, or that the law, a regulator or a court requires it to disclose. In that last case the disclosing side tells the other first, where the law allows.

15. Intellectual property

15.1. We own Stator, including its software, design and documentation. These terms give the clinic and its users the right to use Stator while the agreement lasts, and transfer none of our intellectual property.

15.2. The clinic owns its clinic data, its name, its logo and its own documents and templates. It allows us to use its name and logo inside Stator and on what Stator sends for it.

15.3. If the clinic gives us suggestions or feedback, we may use them to improve Stator without owing anything for them. We won't name the clinic publicly without its written permission.

16. What we promise and what we don't

16.1. We promise to provide Stator as described in clause 8.

16.2. Apart from that, and as far as the law allows, Stator is provided as it is. We don't promise that it will be free of every error or available without interruption, or that it suits a purpose we haven't agreed in writing.

17. Limits on liability and indemnities

17.1. Nothing in these terms limits liability for fraud, for death or personal injury caused by negligence, or for anything else the law doesn't allow to be limited.

17.2. Neither side is liable for loss of profit, revenue or goodwill, or for any indirect or consequential loss.

17.3. Apart from clause 17.1, each side's total liability under or in connection with these terms is limited to the fees the clinic paid us in the 12 months before the event that gave rise to the claim.

17.4. We are not liable for loss caused by the clinic's own clinical decisions, by what its users record, by a user not keeping a password secret, by an account the clinic connects (clause 10.2), or by the clinic not following these terms.

17.5. The clinic's indemnity. The clinic will cover us against any claim a third party, such as a patient, brings against us, any fine a regulator imposes on us where the law allows it to be passed on, and the reasonable costs of dealing with either, to the extent they arise from clinic data the clinic had no lawful basis to record or share in Stator, or from instructions the clinic gave us that broke the law.

17.6. Our indemnity. We will cover the clinic against any claim a third party brings against it saying that Stator, as we provide it and used under these terms, infringes that party's intellectual property rights, and the reasonable costs of defending it. This doesn't cover a claim caused by clinic data or anything else the clinic or its users put into Stator, by an account the clinic connects (clause 10.2), or by a change to Stator that we didn't make. If such a claim is made, or seems likely, we may change Stator so that it no longer infringes, get the right for the clinic to keep using it, or, if neither is reasonably possible, end the agreement and refund fees paid for any period after the end date.

17.7. How a claim is handled. The side that wants to be covered tells the other side about the claim in writing promptly, lets the other side handle the defence and any settlement, and gives reasonable help at the other side's cost. The covering side won't agree a settlement that admits fault for the other side, or puts a duty on it, without its written agreement.

17.8. In proportion, and within the cap. Each indemnity covers a loss only to the extent the covering side's data, instructions or service caused it, and is reduced to the extent the other side contributed to it. Amounts paid under clauses 17.5 and 17.6 count towards, and are limited by, the cap in clause 17.3. Clause 17.1 still applies.

18. Data protection

Both sides follow the Nigeria Data Protection Act 2023 and the rules made under it. The Data Processing Agreement sets out how we process personal data for the clinic.

19. Events beyond our control

Neither side is liable for a delay or failure caused by events beyond its reasonable control, such as a failure of national power or internet services, an outage at a hosting or network provider, a natural disaster, civil unrest or an act of government. The affected side tells the other as soon as it can and does what it reasonably can to limit the effect.

20. Transfers

The clinic may transfer this agreement to someone who takes over its practice, by telling us in writing. We may transfer this agreement to a company we form, or to one that takes over Stator, by telling the clinic in writing at least 30 days before. If the clinic objects, it may end the agreement before the transfer.

21. Changes to these terms

21.1. We may update these terms. We will email the clinic's admin at least 30 days before a change takes effect, and show the date of the change at the top of this page.

21.2. If a change is to the clinic's disadvantage, the clinic may end the agreement before the change takes effect, without paying fees for any period after the end date.

21.3. A change that a law or regulator requires may take effect sooner if needed. We will still tell the clinic as early as we can.

22. Notices

Notices to us go by email to hello@statorhealth.com, with "Legal" in the subject. Notices to the clinic go by email to its admin, or to the person who accepted these terms. An email notice counts as received on the next working day after it is sent, unless the sender is told it wasn't delivered.

23. Law and disputes

23.1. These terms are governed by the laws of the Federal Republic of Nigeria.

23.2. If a dispute comes up, both sides first try to settle it by talking, starting with a written notice that describes it. If it isn't settled within 30 days of that notice, either side may take it to the courts of Lagos State, which have jurisdiction.

24. General

24.1. These terms, the quote, the Data Processing Agreement and the Acceptable Use Policy, with any signed agreement under clause 1.4, are the whole agreement between the clinic and us about Stator.

24.2. If a court finds part of these terms unenforceable, the rest still applies.

24.3. If a side doesn't enforce a right straight away, it can still enforce it later.

24.4. Nobody other than the clinic and us has rights under these terms.