Provider Agreement

This Provider Agreement (“Agreement”) is between Physela Technologies Ltd. (“Physela”) and the hospital, clinic, or healthcare organisation (“Provider”, “you”) whose authorised representative creates or administers a hospital account on the platform.

By activating a hospital account you confirm that you have authority to bind your organisation to this Agreement and that your organisation is a lawfully registered healthcare provider operating in your applicable jurisdiction.

Physela provides a software platform for hospital operations, including patient booking and scheduling, clinical workflow tools, payment processing, staff and role management, patient communications, and (on eligible plans) white-label portals and dedicated mobile applications.

Physela is a technology provider. We are not a healthcare provider and do not direct clinical decisions. The quality, safety, and legality of care delivered through your hospital account is your responsibility.

You are responsible for all activity that occurs under your hospital account, including the actions of doctors, nurses, administrators, and any other staff you grant access to.

• Ensure all staff accounts belong to individuals who are currently employed or contracted by your organisation.
• Deactivate staff accounts promptly when an individual leaves or their role changes.
• Keep administrator credentials secure and notify Physela immediately at support@physela.com if you suspect unauthorised access.
• Ensure clinical staff using the platform hold valid professional licences as required by applicable law.

Access to the platform is subject to the plan selected at sign-up. Plan features, doctor limits, and pricing are described on the Pricing page and may be updated with 30 days' notice.

• Subscription fee: charged monthly in advance. Subscriptions renew automatically until cancelled.
• Platform fee: a per-appointment fee deducted automatically at the time a patient pays. The applicable rate is shown at checkout.
• Cancellation: cancel anytime from your hospital settings. Your account remains active until the end of the paid billing period. No partial refunds are issued for unused days.
• Downgrade: downgrades take effect at the end of the current billing period and are blocked if your active doctor count exceeds the lower plan limit.
• Overdue payments: Physela may suspend or restrict your account if a payment fails and remains unresolved after 7 days.

Patient health information stored within your hospital account is processed by Physela on your behalf. You remain the data controller for your patients under the Nigeria Data Protection Regulation (NDPR) and, where applicable, the GDPR. You are responsible for:

• Providing patients with a lawful basis and appropriate notice for processing their health data.
• Ensuring that patient data collected through the platform is used only for lawful healthcare purposes.
• Responding to patient data subject requests relating to care you have delivered.

Patient data is isolated per hospital. Your patients' records are not visible to other hospitals on the platform. Physela does not sell or share patient data with third parties outside of those described in the Privacy Policy.

On account termination, patient data remains exportable for 30 days. After that period, data is deleted in line with our retention schedule, subject to any applicable legal holds.

You agree not to use the platform to:

• Submit false or misleading information about your organisation, credentials, or services.
• Charge patients for services not rendered or manipulate payment records.
• Access, export, or process patient data beyond what is necessary for the care relationship.
• Reverse-engineer, scrape, or attempt to extract proprietary platform data or source code.
• Operate the platform in a jurisdiction where doing so would be unlawful.

Physela may suspend or permanently close your account for material breach of this section, with or without prior notice depending on the severity of the violation.

Providers on eligible plans may configure custom domains, branded email sender identities, and (where contracted) dedicated mobile applications. The following apply:

• You are responsible for registering and maintaining any custom domain you connect to the platform.
• Custom sender identities must not impersonate Physela or any other organisation.
• Physela branding may appear on shared infrastructure pages unless a full white-label agreement has been separately executed.
• Dedicated mobile app builds require a separate enterprise agreement and are subject to app store policies set by Apple and Google.

Physela targets 99.5% monthly uptime, excluding scheduled maintenance windows communicated in advance. We do not guarantee uninterrupted service and are not liable for downtime caused by third-party infrastructure, force majeure events, or factors outside our reasonable control.

Planned maintenance will be communicated at least 48 hours in advance where possible. Emergency maintenance may be performed without prior notice.

Either party may terminate this Agreement by giving 30 days' written notice. Physela may terminate immediately for material breach, including non-payment, violation of applicable law, or conduct that puts patient safety at risk.

On termination: your hospital account is deactivated, new patient bookings are disabled, and outstanding fees remain due. Patient data remains exportable for 30 days following termination before deletion.

To the maximum extent permitted by law, Physela's total liability for any claim under this Agreement is limited to the subscription fees you paid in the three months preceding the claim. Physela is not liable for indirect, consequential, or punitive damages, loss of revenue, or loss of patient data caused by your own actions or those of your staff.

This Agreement is governed by the laws of the Federal Republic of Nigeria. Disputes shall first be submitted to good-faith negotiation. If unresolved within 30 days, disputes shall be referred to arbitration administered by the Lagos Court of Arbitration.

Physela may update this Agreement from time to time. Material changes will be communicated by email to your registered administrator address at least 30 days before they take effect. Your continued use of the platform after the effective date constitutes acceptance.

Questions about this Agreement: support@physela.com

Data protection queries: privacy@physela.com