Terms & Conditions

These Terms and Conditions ("Terms") govern access to and use of BDxLMS, including the BDxLMS website, cloud platform, applications, APIs, integrations, laboratory analyser connectivity services and related products and services.

By creating an account, subscribing to BDxLMS, accessing the platform or continuing to use any BDxLMS service, you acknowledge that you have read, understood and agreed to these Terms.

If you are accepting these Terms on behalf of a company, laboratory, diagnostic centre, hospital, clinic or other organisation, you represent that you have authority to bind that organisation to these Terms.

If you do not agree to these Terms, you must not access or use BDxLMS.

1. About BDxLMS

BDxLMS is a cloud-based Laboratory Information Management System and healthcare diagnostics operations platform.

The platform may provide functionality including:

• patient registration;
• laboratory test management;
• sample collection workflows;
• analyser integration;
• result entry;
• result validation and approval;
• laboratory report generation;
• radiology workflows;
• vaccination service management;
• billing;
• payment recording;
• receipts and invoices;
• inventory and stock management;
• branch management;
• employee and user management;
• referring-clinician management;
• referral management;
• bookings and appointments;
• financial reporting;
• operational analytics;
• audit trails;
• result dispatch;
• email communication;
• SMS communication;
• messaging integrations;
• APIs;
• website integrations; and
• other functionality introduced from time to time.

BDxLMS may modify, improve or expand these features.

2. Nature of the Service

BDxLMS provides software, infrastructure and related technology services.

BDxLMS is not a hospital, diagnostic centre, medical laboratory, clinic, pharmacy, radiology centre or healthcare provider.

BDxLMS does not:

• collect patient specimens;
• perform laboratory tests;
• operate diagnostic equipment on behalf of subscribing facilities;
• diagnose patients;
• prescribe medication;
• provide medical treatment;
• independently validate laboratory results;
• replace qualified healthcare professionals; or
• make clinical decisions on behalf of subscribing facilities.

Any healthcare organisation using BDxLMS remains independently responsible for the medical, laboratory, diagnostic and professional services it provides.

3. Definitions

For these Terms:

"BDxLMS" means the BDxLMS software platform and, where applicable, the legal entity operating the platform.

"Customer" or "Facility" means the laboratory, diagnostic centre, hospital, clinic, healthcare organisation, company or other entity subscribing to BDxLMS.

"User" means an individual authorised to access a BDxLMS account.

"Facility Administrator" means a user authorised by a Customer to administer its BDxLMS account.

"Patient" means an individual whose information is processed through BDxLMS by a Customer.

"Customer Data" means information, records, files, patient information, clinical information, financial information and other content entered into or generated through a Customer's use of BDxLMS.

"Subscription" means the paid or authorised right to use a particular BDxLMS plan.

"Services" means the BDxLMS platform and associated services.

"Third-Party Service" means a service or system operated by an organisation other than BDxLMS that may integrate with the platform.

4. Eligibility and Authority

A person creating or administering a Customer account must:

• be at least 18 years old;
• have legal capacity to enter into a binding agreement; and
• have authority to act on behalf of the organisation being registered.

BDxLMS may request information reasonably necessary to verify:

• identity;
• organisation details;
• facility ownership;
• professional status;
• business registration;
• regulatory authorisation; or
• authority to administer an account.

5. Customer Accounts

Each Customer is responsible for ensuring that information supplied during registration is accurate and current.

A Customer must promptly update information that changes.

Customers are responsible for:

• users created under their account;
• staff permissions;
• branch assignments;
• user roles;
• passwords and authentication credentials;
• activities performed through authorised accounts; and
• promptly disabling accounts that should no longer have access.

Users must not share login credentials.

BDxLMS may suspend credentials where we reasonably believe an account:

• has been compromised;
• is being misused;
• presents a security risk;
• violates these Terms; or
• is being used unlawfully.

6. Facility Administrators

Each Customer may designate one or more Facility Administrators subject to its subscription and available functionality.

Facility Administrators may have authority to perform actions including:

• creating users;
• inviting staff;
• assigning roles;
• changing permissions;
• managing branches;
• managing services;
• configuring pricing;
• configuring platform settings; and
• enabling integrations.

The Customer is responsible for actions taken by its Facility Administrators.

BDxLMS is not responsible for internal disputes between a Customer and its users concerning access, permissions or employment relationships.

7. Customer Responsibilities

Each Customer is responsible for ensuring that its use of BDxLMS complies with applicable laws, professional standards and regulatory requirements.

Customers are responsible for:

• possessing appropriate licences and approvals to operate their healthcare facility;
• employing appropriately qualified personnel;
• complying with laboratory and healthcare regulations;
• obtaining legally required patient consent;
• maintaining accurate patient information;
• protecting confidentiality;
• reviewing laboratory results before release where required;
• ensuring proper clinical interpretation;
• controlling staff access;
• maintaining appropriate internal policies;
• complying with applicable record-retention requirements;
• securing computers and devices used to access BDxLMS;
• ensuring reliable internet connectivity;
• maintaining appropriate cybersecurity practices;
• confirming the accuracy of configured test information, prices and reference ranges;
• ensuring correct configuration of connected analysers;
• monitoring integrations; and
• complying with data-protection requirements.

8. Patient and Clinical Data

Customer Data entered into BDxLMS remains associated with the relevant Customer.

Except for rights reasonably necessary to host, process, secure, transmit, back up and provide the Services, BDxLMS does not acquire ownership of Customer Data.

Customers remain responsible for determining whether patient information may lawfully be collected, stored, processed or disclosed.

Where BDxLMS processes personal information on behalf of a Customer, the parties may also be subject to a separate Data Processing Agreement.

Current Nigeria Data Protection Commission implementation guidance recognises written agreements between controllers and processors as a core part of compliant processor relationships.

9. Data Accuracy

Customers and their authorised users are responsible for ensuring that information entered into BDxLMS is accurate.

BDxLMS does not independently verify:

• patient identities;
• demographic data;
• test requests;
• laboratory values;
• reference ranges;
• diagnoses;
• clinician details;
• pricing;
• billing information;
• payment amounts;
• stock quantities; or
• other Customer-entered information.

Where BDxLMS performs automatic calculations, transformations, flags or interpretations, users remain responsible for reviewing the resulting information before relying upon it for clinical, financial or operational purposes.

10. Laboratory Results and Validation

BDxLMS may facilitate:

• result entry;
• analyser result transmission;
• calculations;
• result flags;
• reference ranges;
• validation workflows;
• report generation;
• electronic signatures; and
• result dispatch.

The subscribing facility remains responsible for ensuring that:

• results belong to the correct patient;
• samples are appropriately identified;
• instruments are correctly calibrated and maintained;
• tests are performed according to appropriate procedures;
• results are reviewed by suitably qualified personnel;
• reference ranges are appropriate;
• critical values are handled appropriately;
• clinical interpretation is accurate; and
• results are released to authorised recipients.

BDxLMS is not responsible for clinical consequences arising from incorrect information entered, uploaded, transmitted or approved by a Customer or its users.

11. Laboratory Analyser Integrations

BDxLMS may provide software or connectivity services allowing laboratory analysers or other equipment to exchange information with the platform.

Customers are responsible for:

• confirming equipment compatibility;
• installing authorised connector software where required;
• maintaining the computer connected to the analyser;
• ensuring correct analyser configuration;
• reviewing test mappings;
• confirming result transmission;
• periodically validating the integration; and
• manually verifying results where necessary.

An analyser integration does not remove the Customer's obligation to review laboratory results before release.

BDxLMS does not manufacture laboratory analysers and does not warrant the performance or accuracy of third-party equipment.

12. Billing and Payment Features

BDxLMS may provide tools for recording:

• service charges;
• invoices;
• discounts;
• payments;
• outstanding balances;
• refunds;
• payment methods; and
• financial reports.

These functions are administrative tools.

Each Customer remains responsible for:

• determining its prices;
• approving discounts;
• confirming payments;
• reconciling transactions;
• issuing appropriate tax documentation;
• complying with accounting requirements; and
• resolving payment disputes with patients or customers.

BDxLMS does not become a party to the underlying transaction between a healthcare facility and its patient merely because that transaction is recorded on the platform.

13. Subscriptions

Access to certain BDxLMS features may require a paid subscription.

Available plans, pricing, included features, usage allowances and billing cycles may be displayed on the BDxLMS website, subscription page, quotation or customer agreement.

Subscription fees are payable according to the applicable plan and billing cycle.

BDxLMS may offer:

• monthly plans;
• annual plans;
• trial periods;
• promotional plans;
• customised enterprise plans; or
• other pricing arrangements.

14. Subscription Renewal

Unless otherwise stated, recurring subscriptions may renew automatically for the next applicable subscription period.

Customers are responsible for cancelling or changing subscriptions before renewal where they do not wish to continue the service.

BDxLMS may provide renewal reminders but failure to receive a reminder does not automatically invalidate a properly due subscription charge.

15. Changes to Pricing

BDxLMS may change subscription prices from time to time.

Where practicable, existing paying Customers will receive notice before a pricing change affects their next renewal.

Pricing changes do not normally alter charges already paid for a current prepaid subscription period.

16. Taxes

Subscription fees may be subject to applicable taxes, levies, duties or statutory charges.

Unless expressly stated otherwise, applicable taxes may be added to amounts payable.

Customers are responsible for taxes legally payable by them in connection with their subscription.

17. Free Trials and Promotional Access

BDxLMS may offer trials or promotional access.

Trial terms may differ from paid subscriptions.

We may:

• limit trial functionality;
• impose usage restrictions;
• end a trial at its stated expiry;
• require subscription before continued use; or
• withdraw promotional access where abuse is suspected.

Offering a trial does not create an obligation to provide any particular feature permanently.

18. Payment Failure

Where subscription fees remain unpaid, BDxLMS may:

• send payment reminders;
• restrict certain functionality;
• prevent creation of new transactions;
• suspend access; or
• terminate the subscription after reasonable notice where appropriate.

Where practical and legally permissible, suspension for non-payment should not immediately result in deletion of Customer Data.

Customers should contact BDxLMS promptly where payment difficulties arise.

19. Cancellation

Customers may cancel subscriptions in accordance with the applicable subscription process or agreement.

Cancellation normally prevents future renewal but does not automatically entitle the Customer to reimbursement for an already commenced subscription period unless:

• required by applicable law;
• expressly stated in the relevant subscription plan; or
• otherwise agreed by BDxLMS.

20. Refunds

Unless otherwise required by law or expressly agreed:

• subscription payments are generally non-refundable once the relevant subscription period has begun;
• unused portions of subscriptions are not automatically refundable;
• cancellation does not automatically create a refund entitlement.

BDxLMS may issue refunds or credits at its discretion in appropriate circumstances.

This provision does not limit any mandatory consumer rights that cannot lawfully be excluded.

21. Suspension of Service

BDxLMS may temporarily suspend access where reasonably necessary because of:

• non-payment;
• suspected fraud;
• misuse;
• unlawful activity;
• cybersecurity threats;
• compromised credentials;
• attempts to damage the platform;
• significant violations of these Terms;
• regulatory requirements; or
• emergency maintenance.

Where appropriate, we will attempt to notify the affected Customer.

Immediate suspension may occur where necessary to protect patients, Customers, BDxLMS infrastructure or other users.

22. Termination

A Customer may terminate its subscription in accordance with its plan or agreement.

BDxLMS may terminate or refuse service where a Customer:

• materially breaches these Terms;
• repeatedly fails to pay amounts due;
• uses the service unlawfully;
• attempts unauthorised access;
• compromises platform security;
• misuses patient information;
• infringes intellectual-property rights;
• uses the platform for fraud; or
• creates substantial risk to BDxLMS or other Customers.

Termination does not eliminate amounts already owed.

23. Data Following Termination

Following termination or expiration, BDxLMS may provide a reasonable opportunity for the Customer to retrieve Customer Data, subject to:

• applicable law;
• technical feasibility;
• account status;
• security requirements;
• contractual obligations; and
• applicable retention requirements.

After any applicable retrieval or retention period, Customer Data may be deleted, anonymised or archived according to BDxLMS's retention policies and legal obligations.

Customers should maintain appropriate exports or records where required by law.

24. Data Export

Where supported, BDxLMS may allow Customers to export information.

Available export formats may differ by module.

BDxLMS does not guarantee that exports will recreate another laboratory-management system's database structure or be directly importable into third-party software.

Additional technical assistance for migration or bulk exports may be chargeable.

25. Availability of the Service

BDxLMS aims to provide reliable access to the platform but does not guarantee uninterrupted or error-free availability.

Temporary interruptions may occur because of:

• maintenance;
• upgrades;
• software defects;
• infrastructure failures;
• internet outages;
• third-party service failures;
• cybersecurity events;
• emergency maintenance;
• power disruptions;
• force majeure events; or
• circumstances outside our reasonable control.

Where practicable, scheduled maintenance may be communicated in advance.

26. Backups and Business Continuity

BDxLMS may maintain backups and disaster-recovery measures appropriate to the service.

However, Customers remain responsible for implementing any additional record-retention, export or business-continuity arrangements required by their own regulatory environment.

No backup system can guarantee recovery from every possible event.

27. Updates and Changes to the Platform

BDxLMS may periodically:

• fix defects;
• improve functionality;
• redesign interfaces;
• change workflows;
• introduce new modules;
• discontinue obsolete features;
• update integrations;
• implement security enhancements; or
• modify technical requirements.

We may make such changes without obtaining individual approval from every Customer where reasonably necessary to maintain and improve the platform.

For material changes likely to substantially affect Customers, we will endeavour to provide reasonable notice.

28. Beta and Experimental Features

BDxLMS may make experimental, preview, beta or early-access functionality available.

Such features may:

• contain defects;
• change significantly;
• be unavailable from time to time; or
• be withdrawn.

Customers should not rely exclusively on experimental features for safety-critical or legally required processes unless BDxLMS expressly states otherwise.

29. Artificial Intelligence and Automated Features

BDxLMS may offer artificial-intelligence-assisted or automated functionality.

Such functionality may include assistance with:

• summaries;
• workflow suggestions;
• report drafting;
• administrative automation;
• analytics; or
• other supported tasks.

Unless expressly identified as an independently validated medical device or otherwise legally approved for a specific purpose, AI-generated content must not be treated as a substitute for professional medical judgement.

Users must review AI-assisted outputs before using them for patient care or clinical decisions.

BDxLMS does not guarantee that automated or AI-generated output will always be complete, accurate or clinically appropriate.

30. Third-Party Services

BDxLMS may integrate with services operated by third parties, including:

• email providers;
• SMS providers;
• messaging providers;
• payment gateways;
• cloud infrastructure providers;
• websites;
• laboratory analysers;
• healthcare systems;
• APIs; and
• other platforms.

Third-party services remain subject to their own terms, availability, privacy practices and technical limitations.

BDxLMS is not responsible for a third party's independent acts, omissions, downtime, pricing changes or service discontinuation.

31. WhatsApp and Messaging Integrations

Where messaging functionality is made available through WhatsApp or other communication providers, Customers must comply with the applicable provider's terms, policies and messaging rules.

Customers must not use BDxLMS to:

• send spam;
• conduct unlawful bulk messaging;
• harass recipients;
• send deceptive communications;
• violate applicable marketing requirements; or
• circumvent messaging-provider restrictions.

A messaging provider may independently restrict, suspend or terminate accounts.

BDxLMS cannot guarantee continued availability of third-party messaging services.

32. Email and SMS Delivery

BDxLMS may facilitate email and SMS transmission through third-party service providers.

Delivery is not guaranteed.

Messages may fail because of:

• incorrect recipient details;
• network problems;
• spam filtering;
• mailbox restrictions;
• telecommunications-provider issues;
• messaging-provider policies;
• service outages; or
• circumstances outside BDxLMS's control.

Customers should verify delivery where information is urgent or clinically significant.

33. API and Website Integrations

BDxLMS may permit Customers or authorised third parties to connect websites and software through APIs.

API users must:

• protect API credentials;
• comply with documentation;
• limit access appropriately;
• avoid excessive requests;
• maintain secure integrations;
• comply with privacy laws; and
• promptly revoke compromised credentials.

BDxLMS may impose technical limits or suspend an integration that poses security, stability or abuse risks.

34. Intellectual Property

BDxLMS and its licensors retain all rights in the BDxLMS platform, including:

• software;
• source code;
• object code;
• databases and database structures;
• designs;
• user interfaces;
• workflows;
• graphics;
• branding;
• documentation;
• trademarks;
• proprietary algorithms; and
• other intellectual property.

Except for the limited right to use the service under an active subscription, no intellectual-property rights are transferred to Customers.

35. Customer Data Ownership

As between BDxLMS and the Customer, the Customer retains its rights in Customer Data.

The Customer grants BDxLMS a limited right to process Customer Data where necessary to:

• provide the service;
• store information;
• transmit information;
• create backups;
• provide support;
• protect the platform;
• comply with lawful obligations; and
• perform other activities required under the Customer's instructions or agreement.

This licence ends when the relevant information is deleted, subject to backups and lawful retention obligations.

36. Feedback

Customers may provide suggestions or feedback concerning BDxLMS.

Unless otherwise agreed, BDxLMS may use such general feedback to improve its products without creating an obligation to compensate the person providing the suggestion.

This does not give BDxLMS ownership of confidential Customer Data or patient records.

37. Prohibited Uses

Users must not use BDxLMS to:

• violate applicable law;
• access another Customer's data without authorisation;
• impersonate another person;
• commit fraud;
• falsify medical records;
• intentionally manipulate results;
• interfere with system security;
• bypass access controls;
• introduce malicious software;
• conduct unauthorised vulnerability exploitation;
• scrape the service without permission;
• reverse engineer the platform except where such restriction is prohibited by law;
• overload platform infrastructure;
• distribute stolen credentials;
• transmit unlawful content;
• harass individuals;
• infringe intellectual-property rights; or
• use the platform in a manner likely to harm patients, other Customers or BDxLMS.

38. Security Testing

Customers must not perform penetration testing, automated vulnerability scanning or security testing against BDxLMS production infrastructure without prior written authorisation.

Security researchers who identify suspected vulnerabilities should report them responsibly through BDxLMS's designated security contact.

39. Confidentiality

Each party may receive confidential information belonging to the other.

Confidential information may include:

• technical information;
• business plans;
• pricing arrangements;
• security information;
• customer information;
• patient information;
• software designs; and
• non-public operational information.

Each party must take reasonable steps to protect confidential information and use it only for legitimate purposes connected with the relationship.

Confidentiality obligations do not apply to information that:

• is lawfully public;
• was already lawfully known;
• is independently developed;
• is lawfully received from another source; or
• must be disclosed under applicable law.

40. Privacy and Data Protection

Use of BDxLMS is subject to the BDxLMS Privacy Policy.

Customers are also expected to comply with applicable data-protection legislation.

In Nigeria, the relevant framework includes the Nigeria Data Protection Act 2023 and implementation requirements issued by the Nigeria Data Protection Commission. The NDPC's current framework emphasises lawful processing, purpose limitation, data minimisation, accuracy, storage limitation, integrity and confidentiality.

Where appropriate, BDxLMS and a Customer may enter into a separate Data Processing Agreement.

41. Security

BDxLMS implements reasonable technical and organisational safeguards designed to protect platform information.

However, Customers acknowledge that no internet-connected technology can provide absolute security.

Customers must promptly report suspected:

• account compromise;
• unauthorised access;
• data disclosure;
• stolen credentials;
• malware infections; or
• other security incidents affecting BDxLMS.

42. Electronic Records and Communications

Customers agree that communications, notices, invoices, agreements, reports and other records may be provided electronically where permitted by applicable law.

Electronic records generated through the platform may be retained as part of BDxLMS's operational and audit systems.

Users consent to receiving operational electronic communications necessary to administer their accounts.

43. Audit Trails

BDxLMS may maintain activity records showing actions performed within the platform.

Audit information may include:

• user identity;
• date and time;
• affected record;
• type of action;
• IP address;
• security information; and
• related technical metadata.

Customers must not attempt to manipulate or improperly erase security and audit records.

44. No Medical Advice

Information provided by BDxLMS documentation, automated features, software interfaces, reference materials or support personnel is not intended to constitute medical advice unless expressly provided by an appropriately licensed professional acting independently in that professional capacity.

Clinical decisions remain the responsibility of qualified healthcare practitioners.

45. No Guarantee of Clinical Outcome

BDxLMS makes no guarantee regarding:

• patient outcomes;
• diagnostic accuracy;
• treatment results;
• clinical interpretation; or
• quality of services provided by subscribing healthcare facilities.

The platform is a technology tool used by independent healthcare providers.

46. Customer Configuration

Many aspects of BDxLMS may depend on Customer configuration, including:

• service lists;
• test names;
• test prices;
• units;
• reference ranges;
• report formats;
• branch settings;
• user permissions;
• workflow settings;
• stock mappings;
• integration mappings; and
• communication templates.

Customers are responsible for reviewing their configurations before using them in production.

47. Support

BDxLMS may provide technical support through channels specified from time to time.

Support may include assistance with:

• platform usage;
• configuration;
• troubleshooting;
• subscriptions;
• access issues;
• integrations; and
• reported defects.

Support does not include professional medical advice.

Specialised implementation, migration, development, training or on-site services may attract additional charges.

48. Service-Level Agreements

Certain subscription plans may include specific service-level commitments.

Unless an SLA is expressly incorporated into a Customer's agreement, general descriptions of uptime, availability or support response times are targets and not guaranteed service levels.

Enterprise Customers may have separately negotiated SLAs.

49. Disclaimers

To the maximum extent permitted by applicable law, BDxLMS is provided on an "as available" basis.

BDxLMS does not warrant that:

• the platform will always be uninterrupted;
• every defect will be corrected immediately;
• third-party integrations will always remain available;
• data entered by users will be accurate;
• Customers will comply with regulatory obligations merely by using BDxLMS; or
• BDxLMS will be suitable for every particular healthcare workflow.

Nothing in these Terms excludes warranties that cannot lawfully be excluded.

50. Limitation of Liability

To the maximum extent permitted by applicable law, BDxLMS shall not be liable for indirect, incidental, consequential, punitive or special losses arising from use of the service, including loss of profit, revenue, goodwill or business opportunity.

Subject to applicable law and any separately negotiated agreement, BDxLMS's aggregate contractual liability arising from the Services may be limited to the subscription fees actually paid by the affected Customer to BDxLMS during the 12 months immediately preceding the event giving rise to the claim.

This limitation does not apply where liability cannot legally be limited or excluded.

Nothing in these Terms is intended to exclude liability for fraud, wilful misconduct or any liability that applicable law prohibits BDxLMS from excluding.

51. Customer Indemnity

To the extent permitted by law, a Customer agrees to indemnify BDxLMS against third-party claims arising directly from:

• unlawful use of the platform by the Customer;
• clinical negligence of the Customer;
• unauthorised disclosure caused by Customer personnel;
• infringement caused by Customer-provided content;
• unlawful processing instructed by the Customer; or
• material breach of these Terms by the Customer,

except to the extent that the relevant claim was caused by BDxLMS's own breach, negligence or unlawful conduct.

52. Force Majeure

Neither party will be liable for failure or delay caused by circumstances beyond its reasonable control, which may include:

• natural disasters;
• fire;
• flooding;
• war;
• terrorism;
• civil disturbances;
• widespread telecommunications outages;
• major internet infrastructure failure;
• government restrictions;
• epidemic or pandemic events;
• widespread power-grid failures; or
• other comparable events.

The affected party should take reasonable steps to minimise disruption.

53. Changes to These Terms

BDxLMS may update these Terms as the platform, law or business evolves.

The current version will display its effective or last-updated date.

For material changes affecting existing Customers, BDxLMS may provide notice through:

• the platform;
• email;
• the BDxLMS website; or
• another appropriate communication method.

Continued use after an applicable effective date may constitute acceptance of updated Terms where legally permitted.

54. Assignment

Customers may not transfer their BDxLMS subscription or rights under these Terms to another organisation without BDxLMS's prior written approval, except where permitted under an applicable customer agreement.

BDxLMS may assign its contractual rights and obligations as part of a legitimate corporate reorganisation, merger, acquisition or transfer of the business, subject to applicable law.

55. No Partnership or Agency

Use of BDxLMS does not create:

• a partnership;
• joint venture;
• employment relationship;
• franchise;
• medical partnership; or
• agency relationship

between BDxLMS and a subscribing healthcare facility.

Customers operate independently.

Neither party may represent itself as having authority to bind the other except where expressly agreed in writing.

56. Independent Healthcare Facilities

Healthcare organisations appearing on or using BDxLMS remain independently owned and operated unless expressly stated otherwise.

BDxLMS does not own, control or manage a facility merely because that facility subscribes to the platform.

Similarly, a facility's subscription does not imply endorsement, ownership or clinical supervision by BDxLMS.

57. Entire Agreement

These Terms, together with documents expressly incorporated into them, may include:

• the Privacy Policy;
• applicable subscription terms;
• Data Processing Agreement;
• Service Level Agreement;
• enterprise agreement;
• order form; and
• other written terms agreed between BDxLMS and a Customer.

Together, those documents constitute the agreement governing use of the Services.

Where a separately executed enterprise or customer agreement conflicts with these general Terms, the expressly negotiated agreement may prevail to the extent stated in that agreement.

58. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions remain effective.

The affected provision should, where legally permissible, be interpreted or modified to most closely achieve its intended lawful effect.

59. Waiver

Failure by BDxLMS to enforce a provision of these Terms on one occasion does not constitute a permanent waiver of that provision or any other right.

60. Governing Law

Unless another written agreement expressly provides otherwise, these Terms shall be governed by the laws of the Federal Republic of Nigeria.

61. Dispute Resolution

The parties should first attempt in good faith to resolve disputes through direct communication.

A party raising a dispute should provide sufficient information to allow the other party to understand the issue.

Where a dispute cannot be resolved informally, the parties may pursue mediation, arbitration or judicial remedies as permitted by the applicable agreement and Nigerian law.

Where BDxLMS later adopts a formal arbitration clause for subscriptions, the relevant arbitration procedure, location and appointing authority should be expressly stated in the applicable Customer agreement.

Nothing in this section prevents either party from seeking urgent court relief where necessary to protect confidential information, intellectual property, personal data, systems or other rights.

62. Regulatory Cooperation

BDxLMS may cooperate with regulators, law-enforcement agencies and other competent authorities where legally required.

Disclosure of Customer or Patient Data will be limited to what is legally required or otherwise permitted.

63. Notices

BDxLMS may provide contractual notices to Customers using:

• the registered account email;
• notices displayed within the platform;
• the Customer's registered address; or
• another agreed communication channel.

Customers are responsible for maintaining accurate contact information.

64. Contact Information

Questions concerning these Terms may be addressed to:

BDxLMS

Operated by: BDx Technologies

Registered Address:
Yaba, Lagos, Nigeria

Website:
https://bdxlms.cloud

Email:
info@bdxlms.cloud

Legal/Compliance Email:
[Insert Legal or Compliance Email]

Telephone:
+234 904 446 3614

65. Acceptance

By creating an account, subscribing to BDxLMS or continuing to access the platform, the Customer confirms that:

1. it has read these Terms;
2. it understands these Terms;
3. the person accepting them has authority to bind the Customer;
4. it agrees to comply with these Terms;
5. it understands that BDxLMS is a software provider and not the Customer's healthcare provider; and
6. it accepts responsibility for the lawful and professional operation of its healthcare services.