Terms of Service

1. Definitions

• Customer means the person or entity that subscribes for or uses TlaTi, whether as a medical practice, group practice, company, partnership, or a practitioner acting in a personal capacity.
• Practice means the healthcare practice, clinic, or practitioner whose administrative operations are managed using the Service.
• User means any employee, practitioner, contractor, or other individual authorised by the Customer to access or use the Service.
• Supplier means the legal supplier, Innovaseb, identified in the Supplier Details section of these Terms or in the applicable commercial record for the subscription.
• TlaTi or Service means the TlaTi software service for healthcare administration and patient communication, including WhatsApp appointment booking, reminders, cancellations, reschedules, review-request functionality, and any optional voice receptionist functionality made available by the Supplier.
• Customer Data means any data, content, records, instructions, or information submitted to, stored in, generated through, or otherwise made available through the Service by or for the Customer.
• Patient Data means patient- related personal information contained in Customer Data, including contact, scheduling, and booking-administration information.
• Order Form means any accepted signup flow, checkout record, quote, invoice, proposal, or order form that sets out applicable plan, price, billing cycle, scope, or special commercial terms for the Customer.

2. Scope of Agreement and Contract Formation

These Terms govern the Customer's and each User's access to and use of the Service. By clicking to accept, signing up, purchasing, activating, accessing, or using the Service, the Customer agrees to be bound by these Terms.

Commercial terms for a subscription may also be stated in the applicable pricing page as accepted at purchase, signup or checkout flow, invoice, quote, or Order Form.

• If there is a conflict about pricing, billing cycle, included usage, or special scope, the specific commercial terms accepted for that subscription prevail for that subject matter.
• These Terms prevail for all other matters relating to access to and use of the Service.
• The Fair Use Policy applies to usage rules and usage-based charging at a high level, unless more specific commercial terms for the subscription say otherwise.
• If a person accepts these Terms on behalf of a Customer, that person represents that they have authority to bind that Customer.

3. Healthcare and Service Disclaimer

• TlaTi is an administrative communications and appointment platform only.
• TlaTi is not a healthcare provider, emergency service, diagnostic service, triage service, or clinical decision-support service.
• TlaTi does not provide medical advice, diagnosis, treatment, or clinical recommendations.
• The Service is not a substitute for the professional judgment, internal procedures, patient-management protocols, or emergency escalation processes of the Practice or any practitioner.
• The Customer remains responsible for verifying appointments, communications, patient-facing workflows, and any action that may affect patient care.
• The Service must not be used as an emergency contact or urgent care channel.

4. Eligibility, Accounts, and Customer Responsibilities

• The Customer must use the Service only for lawful healthcare administration in South Africa.
• The Customer must ensure that all Users are properly authorised and use the Service only within the authority granted to them.
• The Customer is responsible for the security of its accounts, credentials, devices, and internal access controls.
• The Customer must keep account, billing, Practice, and contact information accurate and current.
• The Customer is responsible for the legality, accuracy, and appropriateness of Customer Data and instructions provided to the Supplier.
• The Customer is responsible for obtaining any patient consents, permissions, notices, approvals, or other lawful basis required for communications and personal-information processing carried out through the Service.

5. Acceptable Use Restrictions

• The Customer and Users must not use the Service for unlawful, deceptive, fraudulent, or misleading activity.
• The Service must not be used for spam, harassment, abusive messaging, unlawful direct marketing, or misuse of patient communications.
• The Customer and Users must not share credentials except as expressly permitted through legitimate account administration.
• The Customer and Users must not introduce malware, malicious code, or other harmful material into the Service.
• The Customer and Users must not attempt to gain unauthorised access to the Service, related systems, accounts, or data.
• The Customer and Users must not interfere with or disrupt the integrity, availability, operation, or security of the Service.
• The Customer and Users must not reverse-engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying ideas from the Service, except to the limited extent that applicable law does not permit such restriction.
• The Customer and Users must not use the Service in a way that infringes the rights, privacy, confidentiality, or intellectual property of any person.

6. Pricing, Billing, Renewal, Cancellation, and Payment

The Service may be offered on monthly or annual billing cycles, as selected at signup or stated in the applicable commercial terms.

• Unless the applicable commercial terms state otherwise, subscriptions renew automatically for successive monthly or annual periods, as applicable, until cancelled.
• Fees, taxes, and VAT are charged as stated at checkout, on the invoice, or in the applicable Order Form.
• The Supplier may change fees for future billing periods on prior notice. Fee changes do not apply retrospectively to amounts already invoiced or paid.
• If a payment fails, is reversed, or is subject to chargeback, the Supplier may notify the Customer and require payment to be remedied before continued access is provided.
• If non-payment is not remedied after notice and a reasonable opportunity to cure, the Supplier may suspend or restrict access to the Service and may terminate the subscription for continued non-payment.
• Cancellation may be made through the applicable account settings, billing process, or by written notice to the Supplier.
• For monthly subscriptions, cancellation ordinarily takes effect at the end of the current paid monthly period unless applicable law requires otherwise.
• For annual subscriptions or other longer billing commitments, cancellation rights remain subject to applicable law, the accepted commercial terms, and any reasonable cancellation charge permitted by law.
• Except to the extent required by law or expressly stated in the applicable commercial terms, fees already paid are generally non-refundable.
• Nothing in these Terms limits any mandatory rights a Customer may have under applicable South African law, including rights that may apply where a Customer is a natural person contracting in a personal capacity.

7. Fair Use, Add-ons, and Separately Priced Services

• The Service may be subject to the Fair Use Policy, which forms part of the overall commercial framework for use of the Service.
• Certain add-ons, premium features, implementation work, custom scope, professional services, or usage-based services may be charged separately.
• Optional voice receptionist functionality is a separately priced, usage-based service unless expressly included in the applicable commercial terms. The voice receptionist handles inbound patient calls, captures after-hours bookings, offers available appointment slots, and sends booking confirmations via WhatsApp. Call costs are quoted per practice. Call audio is not recorded by default unless recording is expressly enabled or separately agreed.

8. Data Protection, POPIA Roles, and Processing Scope

As between the parties, the Customer acts as the responsible party in relation to Patient Data and other personal information processed through the Service for the Customer's purposes, and the Supplier acts as operator processing such information on the Customer's behalf and instructions, subject to applicable law.

• The Supplier processes Customer Data to provide, secure, maintain, support, bill for, and improve the Service, and to comply with applicable law.
• The standard intended scope of data processed through the Service is basic patient contact, booking, scheduling, reminder, and related administrative communication data.
• The Customer must not use the Service to submit broader clinical records, diagnostic information, treatment records, special personal information beyond what is reasonably necessary for appointment administration, or other out-of-scope data unless separately agreed in writing.
• The Customer is responsible for ensuring that instructions given to the Supplier are lawful and that the Customer has a valid legal basis for collecting and using the relevant personal information.
• The Supplier will treat Customer Data as confidential and will use appropriate technical and organisational safeguards in general terms, but does not warrant that any system or transmission is completely secure or immune from compromise.
• Calls are not recorded by default unless recording is expressly enabled, requested, or separately agreed.
• Further information about privacy and security is set out in the existing Privacy Policy and Security page.

9. Security Incidents

• If the Supplier becomes aware of a confirmed or reasonably suspected security compromise affecting Customer personal information processed through the Service, the Supplier will notify the Customer without undue delay, taking into account available information, the need to investigate, and applicable law.
• Such notice may initially be based on preliminary information and may be supplemented as more information becomes reasonably available.
• Unless applicable law expressly places that obligation on the Supplier, the Customer remains responsible, as responsible party, for deciding on and making any required notifications to data subjects, regulators, or other third parties.

10. Third-Party Dependencies and Availability

• Some Service functionality depends on third-party providers, telecom networks, payment processors, infrastructure providers, and communication platforms.
• The Supplier is not responsible for outages, policy changes, approval delays, delivery failures, service interruptions, or degraded functionality caused by third parties or other events beyond the Supplier's reasonable control.
• No service level agreement, guaranteed availability commitment, or uninterrupted uptime undertaking is given under these Terms unless expressly set out in separate written terms signed by the Supplier.
• Except as required by law, the Service is provided on an availability-based basis and may change, evolve, or be updated from time to time.

11. Mutual Confidentiality

Each party may receive confidential information from the other in connection with the Service. Each party must protect the other party's confidential information with reasonable care and may use it only for the purposes of performing, receiving, enforcing, or complying with the parties' relationship under these Terms.

• Confidential information does not include information that is or becomes public through no fault of the receiving party.
• Confidential information does not include information already lawfully known to the receiving party without restriction before disclosure.
• Confidential information does not include information lawfully received from a third party without a duty of confidentiality.
• Confidential information does not include information independently developed without use of the disclosing party's confidential information.
• A party may disclose confidential information where required by law, regulation, court order, or professional obligation, provided that it gives prior notice where legally permitted and reasonably practicable.

12. Intellectual Property and Customer Data Rights

• The Supplier and its licensors retain all rights, title, and interest in and to the Service, software, workflows, materials, branding, documentation, and related intellectual property.
• The Customer retains all rights, title, and interest in and to Customer Data, subject to the rights granted in these Terms.
• The Customer grants the Supplier a non-exclusive, limited right to host, process, store, transmit, display, copy, and otherwise use Customer Data only as necessary to provide and administer the Service, perform support and billing functions, investigate security issues, enforce these Terms, and comply with applicable law.
• No rights to Customer Data are granted to the Supplier except as expressly stated in these Terms.

13. Suspension, Termination, Retention, and Deletion

• The Supplier may suspend, restrict, or terminate access to the Service where reasonably necessary for breach, non-payment, unlawful use, security threats, abuse, suspected fraud, or where required by law.
• Where the issue is capable of remedy and immediate action is not reasonably necessary, the Supplier will ordinarily give notice and a reasonable opportunity to remedy before termination.
• On termination or expiry, the Customer's right to use the Service ends, but provisions that by their nature should survive will continue to apply.
• The Customer remains responsible for exporting or retrieving any data it requires before termination or promptly afterwards, where export or retrieval is reasonably available.
• The Supplier may retain Customer Data for a limited period after termination where reasonably necessary for legal obligations, billing, fraud prevention, backup integrity, dispute handling, security, or compliance purposes.
• Backup copies and archival records may take longer to cycle out of systems than live service data.

14. Warranties, Disclaimers, and Limitation of Liability

Except as expressly stated in these Terms and to the extent permitted by law, the Service is provided without warranties, representations, or guarantees of uninterrupted availability, fitness for a particular clinical workflow, or error-free operation.

• The Supplier does not warrant that every communication, reminder, review request, WhatsApp interaction, or voice interaction will always be delivered, received, or acted on without delay or interruption.
• To the extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, or punitive loss or damage, or for loss of profit, revenue, goodwill, business opportunity, or anticipated savings.
• To the extent permitted by law, the Supplier's aggregate direct liability arising out of or in connection with the Service or these Terms is limited to the total fees paid by the Customer for the Service in the 12 months immediately preceding the event giving rise to the claim.
• Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, gross negligence, or wilful misconduct.

15. Force Majeure

Neither party is liable for delay or failure in performance to the extent caused by events beyond that party's reasonable control.

• Examples include power failures, load shedding, telecom or network disruption, third-party platform disruption, labour events, civil unrest, natural disaster, epidemic, pandemic, governmental action, and failure of utilities or infrastructure.
• The affected party must use reasonable efforts to mitigate the impact of the event where practicable.

16. Notices and Electronic Contracting

• Formal legal notices to the Supplier must be sent to tlatli@innovaseb.tech, unless the Supplier later designates a different notices address in writing.
• Operational notices, billing notices, and account notices may be sent through the Service, to the Customer's billing e-mail address, or to the account e-mail address associated with the subscription.
• Electronic records, acceptances, consents, invoices, and notices may be used in connection with the Service, and the parties agree that contracts and notices may be concluded and delivered electronically.
• A notice sent by e-mail is treated as received on the business day on which it is sent, unless the sender receives a delivery failure notice, or if sent after 17:00 South Africa time, on the next business day.

17. Changes to These Terms

• The Supplier may update these Terms from time to time.
• Material changes will apply prospectively from the stated effective date and will be communicated using reasonable notice methods, including e-mail or in-product notice.
• Continued use of the Service after the effective date of the updated Terms constitutes acceptance of the updated Terms, subject to applicable law.
• If the Customer does not accept a material change, the Customer may stop using the Service and cancel in accordance with the applicable cancellation process and any rights available under law.

18. Dispute Resolution and Governing Law

• Before starting formal proceedings, the parties should first attempt in good faith to resolve the dispute through escalation between appropriate representatives.
• If the dispute is not resolved through escalation, the parties will attempt to resolve it by mediation in South Africa before resorting to court proceedings, unless urgent relief is reasonably required.
• These Terms are governed by the laws of the Republic of South Africa.
• Subject to the mediation process above and any mandatory law, the courts of South Africa have jurisdiction in relation to disputes arising from these Terms or the Service.