Terms of Use

Version 1.1

These Terms of Use exist in English and in French. Both versions are equally authoritative.

Article 1 — Publisher and purpose

1.1 Publisher and provider of the Service in each country

The MEDWASTEAFRICA PRO software is published by Platinum International Group, LLC (the “parent company”):

MEDWASTEAFRICA is a venture of Platinum International Group, LLC, without separate legal personality until the local subsidiary and/or the MEDWASTEAFRICA holding company is incorporated.

The Service is provided to the Customer by the MEDWASTEAFRICA subsidiary incorporated in the Customer’s country, to which the parent company has granted the right to distribute the software. That subsidiary signs the Licence Agreement with the Customer and invoices the Customer. Its identity (company name, registered office, RCCM number, legal representative) is set out in the Licence Agreement signed with the Customer. Where there is no subsidiary in the Customer’s country, the licence is provided by Platinum International Group, LLC, pending the incorporation of the MEDWASTEAFRICA holding company.

Hereinafter, “the Publisher” means, together, the parent company and the MEDWASTEAFRICA subsidiary that provides the Service to the Customer (or, failing that, Platinum International Group, LLC): the subsidiary for the provision of the Service, the contractual relationship, invoicing and support; the parent company for ownership of the software and its technical operation.

1.2 Purpose

These Terms of Use set out the rules for accessing and using MEDWASTEAFRICA PRO, an online software service (SaaS) and installable application that works offline (PWA), intended for the management of infectious healthcare waste (DASRI): collection, sorting, treatment, traceability, waste tracking forms, supervision by national authorities and data exchange with national health information platforms (for example DHIS2).

1.3 Applicable documents

The relationship between the Publisher and the Customer is governed, in decreasing order of precedence, by:

1. the purchase order, the accepted quotation or the agreement signed with the Customer (including, for the Institutional plan, any specific agreement);
2. the MEDWASTEAFRICA PRO Licence Agreement;
3. the Data Processing Agreement (if signed separately) ;
4. these Terms of Use.

In the event of conflict, the document placed highest in this list prevails.

Article 2 — Definitions

Article 3 — Acceptance of the Terms of Use

3.1 Use of the Service requires unreserved acceptance of these Terms of Use. Acceptance is given by ticking the box provided when the account is created or on first login (see Annex 1).

3.2 The person accepting the Terms of Use on behalf of the Customer represents that they have authority to bind the Customer. Each User also accepts the Terms of Use in respect of their own use.

3.3 The Customer undertakes to bring these Terms of Use to the attention of all its Users.

Article 4 — Access to the Service and accounts

4.1 Technical requirements

Access requires a compatible device (computer, tablet or phone) with a recent browser, and an internet connection at least for the first login and for synchronisations. Hardware, electricity and connection costs are borne by the Customer.

4.2 Account creation

4.2.1 Accounts are created by the Publisher for the first Administrator, and then by the Customer’s Administrator for the other Users.

4.2.2 Each account is personal and assigned to a named individual. Sharing a single account among several people is prohibited: it makes it impossible to know who did what, which is contrary to the traceability required for healthcare waste.

4.2.3 The Customer designates one or more Administrators and keeps the list of Users up to date. It deactivates without delay the account of any person who leaves the facility or changes role.

4.3 Login credentials and confidentiality

4.3.1 Login credentials (email address, password, two-factor authentication codes) are strictly confidential. The User shall not disclose them to anyone, including a colleague or a person claiming to be a member of the Publisher’s staff. The Publisher will never ask for a password.

4.3.2 Any action carried out with a User’s credentials is deemed to have been carried out by that User, unless fraudulent use has been proven and reported in good time.

4.3.3 In the event of loss, theft or suspected fraudulent use, the User or the Administrator shall immediately notify the Publisher (info@medwasteafrica.com) and change the passwords concerned.

4.4 Two-factor authentication (2FA)

4.4.1 The Application offers two-factor authentication. It is mandatory for Administrators and for accounts with access to sensitive functions (account management, licence settings, bulk exports), and strongly recommended for all other Users.

4.4.2 A Customer that decides not to enable it for certain Users bears the consequences.

4.5 Number of users and sites

The number of authorised Users and sites depends on the chosen plan (see the Licence Agreement). Exceeding the limit triggers a warning, without blocking data entry, so that the recording of hazardous waste is never prevented; the Publisher will then contact the Customer to regularise the situation.

Article 5 — 30-day free trial

5.1 The Publisher may grant a free trial of 30 days, limited to 5 Users, to enable the Customer to evaluate the Service.

5.2 The trial is provided “as is”, without any commitment as to availability, support or results. It must not be the sole means of recording regulatory data; if the Customer enters real data, the Customer shall back it up itself (Article 10).

5.3 At the end of the trial, unless a paid plan is subscribed, the Customer Workspace becomes read-only: the Customer can still view and export its data. The Publisher may delete a trial Workspace that has not been converted 90 days after the end of the trial, following a warning sent by email at least 15 days beforehand.

5.4 The trial creates no obligation to purchase. Only one trial is granted per facility, unless otherwise agreed in writing by the Publisher.

Article 6 — Licence of use

6.1 The Publisher grants the Customer a personal, non-exclusive, non-transferable right to use the Service, for its own needs and for the duration of its subscription.

6.2 The terms of this right (plans, number of Users and sites, duration, price, renewal, payment, grace period, licence keys for sites without internet access) are defined in the MEDWASTEAFRICA PRO Licence Agreement, which prevails over these Terms of Use on these matters.

6.3 For information, the current plans are:

Prices and the exact content of the plans are set out in the Licence Agreement and in the quotation.

6.4 No refund. All sums paid (user licences and training) are final and are not refundable in any case, including termination, non-use or partial use of the Service, unused training places, or early end of the subscription. This rule applies notwithstanding any other provision of these Terms of Use or of the Licence Agreement.

6.5 Length of training. A training code opens a module for the length of the training only (one day for a one-day or half-day module, several days for the longer modules), counted from when it is entered in the Application. This period is never extended: unused time and places are lost, without refund. Certificates obtained remain valid.

Article 7 — Obligations of the User and the Customer

The Customer and each User undertake to:

1. use the Service in accordance with its intended purpose, these Terms of Use and applicable laws;
2. enter information that is accurate, complete and up to date (quantities, waste categories, dates, signatures, identities of the persons involved);
3. not attempt to access another Customer’s Workspace, or any parts of the Service not open to them;
4. not copy, modify, decompile, disassemble or attempt to reconstruct the code of the Application, except where permitted by law;
5. not circumvent licence verification, usage limits or security measures;
6. not introduce viruses or malicious software, or deliberately overload the Service (mass automated submissions, load testing without written consent);
7. not resell, rent or make the Service available to third parties, unless otherwise agreed in writing by the Publisher;
8. keep their devices up to date (operating system, browser, antivirus) and protect them with a lock code, in particular devices used offline that store data;
9. hold all necessary rights and authorisations over the data they enter, in particular personal data;
10. back up their data regularly in accordance with Article 10;
11. report to the Publisher without delay any anomaly, security vulnerability or error identified.

The Customer is responsible for compliance with these obligations by its Users.

Article 8 — Offline use

8.1 The Application can operate without an internet connection. Data entered offline is stored on the device and then sent to the server at the next synchronisation.

8.2 Until a device has synchronised, its data exists only on that device. If the device is lost, stolen, damaged, reset, or if the browser data is cleared before synchronisation, that data may be permanently lost. The Publisher cannot recover it.

8.3 The Customer therefore undertakes to: - synchronise devices as soon as a connection is available, and at least once a week; - not clear browser data or uninstall the Application until a synchronisation has been confirmed by the Application; - regularly check the synchronisation indicator displayed in the Application.

8.4 A device may remain offline for up to 21 days with all functions retained. Beyond that, the Application becomes read-only until the next connection, without deleting pending data. Sites without internet access may receive a long-term licence key (see the Licence Agreement).

8.5 Where concurrent entries are made on several devices, the Application applies automatic merge rules. The Customer checks any records flagged as conflicting.

Article 9 — Availability of the Service

9.1 The Publisher uses reasonable efforts to make the Service accessible. This is an obligation of means and not of result.

9.2 The Publisher does not guarantee continuous, uninterrupted or error-free availability of the Service. The Service may be interrupted in particular: - for maintenance, updates or fixes, where possible outside peak activity hours and, for scheduled maintenance, with prior notice; - due to a failure or incident at the hosting provider or an internet service provider; - due to network or power outages, at the Customer’s premises or elsewhere; - in the event of a cyberattack or emergency security measure.

9.3 Offline mode (Article 8) allows data entry to continue during a server outage.

9.4 A quantified service level (availability commitment, response times) applies only if provided for in writing in the Licence Agreement or in a specific agreement.

9.5 The Publisher may develop the Service (new functions, modifications, withdrawal of a minor function), without significantly reducing the essential functions paid for by the Customer during the term of its subscription.

Article 10 — DATA LOSS AND THE CUSTOMER’S BACKUP OBLIGATION

ESSENTIAL CLAUSE — PLEASE READ CAREFULLY

The Publisher is not liable for the loss, alteration or destruction of Customer Data, whatever the cause. The Customer is obliged to back up its data itself, on a regular basis. Backups made by the Publisher are made without any guarantee and in no way replace those of the Customer.

10.1 The Customer’s backup obligation

10.1.1 The Customer is solely responsible for backing up its data. It undertakes to:

1. export its data regularly from the Application (Export function), at least once a week, and after any significant data entry (month end, inspection, collection campaign);
2. keep offline copies of these exports, on at least one medium separate from the Application and from the usual device (external drive, USB stick, internal server of the facility), stored in a safe place;
3. check from time to time that the exports open and are complete;
4. keep, in parallel where regulations so require, official documents (signed tracking forms, registers) in the form required by the law of its country;
5. synchronise devices used offline (Article 8).

10.1.2 The Customer designates a person within its facility to be responsible for these backups.

10.2 The Publisher’s backups: no guarantee

10.2.1 As a mere technical precaution, the Publisher makes backups of the server. As at the date hereof, these backups are made weekly. Data entered since the last backup may therefore be lost in the event of an incident.

10.2.2 These backups are made without any guarantee: neither as to frequency, completeness, retention period, nor the possibility of or time required for restoration. They serve primarily for the general recovery of the Service and not for the on-demand restoration of a particular record.

10.2.3 The Publisher’s backups do not replace those of the Customer. The Customer may not rely on their existence to dispense with its own backups.

10.3 Exclusion of liability

10.3.1 To the fullest extent permitted by applicable law, the Publisher shall not be liable for any loss, alteration, destruction or unavailability of Customer Data, nor for the resulting consequences (reconstruction of registers, administrative penalties, processing delays, etc.), whether caused by a failure, an incident at the hosting provider, a cyberattack, a handling error, a synchronisation failure, the loss of a device or any other cause.

10.3.2 If a mandatory law of the Customer’s country prohibits the complete exclusion of this liability (for example in the event of gross negligence or wilful misconduct by the Publisher), the Publisher’s liability shall be limited to the cap set out in Article 11, and the Customer’s failure to comply with its backup obligation shall be taken into account to reduce any compensation accordingly.

10.3.3 Upon request, the Publisher may, without any obligation of result, attempt to restore data from its own backups. This service may be charged at the applicable rate.

Article 11 — General limitation of liability

11.1 The Publisher is bound by an obligation of means. Its liability may only be incurred in the event of fault proven by the Customer.

11.2 Cap. To the fullest extent permitted by law, the Publisher’s total liability, for all causes combined and for all claims, is limited to the amounts actually paid by the Customer for one (1) month of licence fees for the Service preceding the event giving rise to the claim. For the free trial, this cap is therefore zero.

11.3 Indirect damages excluded. The Publisher is never liable for indirect damages, such as: loss of revenue, loss of funding or grants, damage to reputation, loss of opportunity, penalties or fines imposed on the Customer, third-party claims, costs of reconstructing data.

11.4 The Publisher is not liable for: - use of the Service that does not comply with the Terms of Use or the documentation; - inaccurate or incomplete data entered by Users; - malfunctions caused by the Customer’s hardware, network, power supply or software; - the consequences of the use of credentials by a third party due to a lack of confidentiality; - third-party services (national platforms, DHIS2, payment providers, telecoms operators) to which the Application connects.

11.5 These limitations do not apply in the event of gross negligence or wilful misconduct by the Publisher, or where prohibited by applicable law.

Article 12 — Support tool: no substitute for professional judgement

12.1 MEDWASTEAFRICA PRO is a support tool for organisation, recording and traceability. The classifications, alerts, calculations, reminders, reports, training content and suggestions it provides are for guidance only.

12.2 The Service does not replace: - the judgement of health, hygiene and waste management professionals; - the internal procedures of the facility; - the Customer’s legal and regulatory obligations (sorting, packaging, storage, transport, treatment, disposal, record-keeping, reporting to authorities, administrative authorisations, worker protection).

12.3 The Customer remains solely responsible for compliance with the regulations applicable in its country and for decisions taken on the basis of information from the Service. It checks that the Application’s settings (categories, waste streams, thresholds) correspond to the regulations in force in its jurisdiction.

12.4 Exports to authorities or national platforms are generated from the data entered by the Customer; their accuracy depends on that data. The Customer reviews reports before submitting them.

Article 13 — Personal data and health data

13.1 Roles

13.1.1 For personal data processed in the Customer Workspace (identities and contact details of Users, collection staff and carriers; where applicable, data relating to patients or to exposure incidents), the Customer is the data controller: it decides why and how such data is used.

13.1.2 The Publisher acts as a data processor: it processes such data solely to provide the Service and on the Customer’s instructions. It does not sell the data, does not use it for advertising purposes and does not disclose it to third parties, except where required by law or technically necessary (hosting provider).

13.1.3 The Publisher is a data controller only for its own relationship management purposes (invoicing, support, security of the Service, anonymised usage statistics).

13.1.4 The processor’s detailed obligations may be set out in a Data Processing Agreement signed between the parties, in particular for Customers on the Institutional plan.

13.2 Limiting health data

13.2.1 The Service is designed for waste management, not for managing patient records. The Customer undertakes not to enter identifiable patient health data (name, diagnosis, etc.) in free-text fields, photos or attachments, unless genuinely necessary and with the prior authorisation of the competent data protection authority.

13.2.2 Any data relating to blood exposure incidents or staff injuries is sensitive data: the Customer restricts access to it to authorised persons.

13.3 Applicable laws

13.3.1 Each party complies with the personal data protection law applicable in the Customer’s country. The supervisory authority is the competent data protection authority of the Customer’s country.

13.3.2 The Customer, as data controller, completes the prior formalities with the competent data protection authority of the Customer’s country (notification or application for authorisation), in particular for sensitive data and for transfers outside the country. The Publisher provides it, upon request, with the necessary technical information.

13.4 Hosting location and transfers outside the country

13.4.1 As at the date hereof, the Service is hosted on a virtual private server rented from Hostinger. The servers may be located outside the Customer’s country. Synchronised data may therefore be stored outside the Customer’s country.

13.4.2 The law applicable in the Customer’s country may make the transfer of personal data outside the country subject to specific conditions, or even to prior authorisation from the competent data protection authority of the Customer’s country. The Customer checks these conditions and obtains the necessary authorisations before entering personal data. The Publisher cooperates in these procedures.

13.4.3 The Publisher may change hosting provider or hosting location (for example to host in an African country). It will inform the Customer at least 30 days in advance, except in a security emergency. Dedicated hosting in the Customer’s country may be considered for the Institutional plan, subject to a quotation.

13.5 The Publisher’s commitments as data processor

The Publisher undertakes to: - process data solely to provide the Service and on the Customer’s documented instructions; - impose confidentiality on persons authorised to access the data; - implement the security measures described in Article 14; - inform the Customer without undue delay, and where possible within 72 hours, after becoming aware of a personal data breach affecting it; - assist the Customer, insofar as possible, in responding to requests from data subjects (access, rectification, objection, erasure); - at the end of the contract, make the data available for export and then delete it (Article 16).

13.6 Informing data subjects

The Customer informs its Users and other data subjects of the processing of their data, of their rights and of how to exercise them. For any question about their data, anyone may write to info@medwasteafrica.com.

Article 14 — Security

14.1 The Publisher implements reasonable security measures, appropriate to the size of its business, including: - encryption of communications between the Application and the server (HTTPS); - separation of Customer Workspaces; - two-factor authentication available, and mandatory for sensitive functions; - role-based access management; - audit log (traceability of who did what and when); - cryptographic signing of licences; - regular security updates.

14.2 No system is completely secure. The Publisher does not guarantee the absence of any vulnerability or intrusion.

14.3 Security also depends on the Customer: confidentiality of credentials, protected and up-to-date devices, deactivation of unused accounts, a secure facility network, regular backups.

14.4 Searching for vulnerabilities in the Service without the Publisher’s prior written consent is prohibited. Any vulnerability discovered must be reported to info@medwasteafrica.com, without being exploited or disclosed.

Article 15 — Intellectual property

15.1 The Application, its code, its structure, its own databases, its interfaces, its training content, its document templates, and the MEDWASTEAFRICA PRO trade mark and logo are the exclusive property of the Publisher or its licensors. They are protected by the applicable intellectual property rules.

15.2 The Terms of Use entail no assignment of rights to the Customer, other than the right of use defined in Article 6.

15.3 Suggestions for improvement submitted by the Customer may be freely used by the Publisher, without consideration, provided that no confidential information of the Customer is disclosed.

Article 16 — Data belongs to the Customer; export always available

16.1 Customer Data belongs to the Customer. The Publisher acquires no rights over it, other than as necessary to provide the Service.

16.2 The Publisher may use aggregated and anonymised statistics, which do not allow either a facility or an individual to be identified, to improve the Service or to publish general indicators. For the Institutional plan, such use is subject to the Customer’s prior written consent.

16.3 Export always available. The Customer may export its data at any time, including when its licence is in a grace period, has expired, or has been suspended for non-payment. Non-payment never results in data being held hostage.

16.4 End of contract. At the end of the subscription, the Customer has 90 days to export its data, with the Workspace remaining accessible in read-only mode. After this period, and following a written reminder, the Publisher may permanently delete the data, including from its backups as they are rotated, unless there is a legal obligation to retain it.

Article 17 — Suspension and termination

17.1 Suspension

The Publisher may suspend access for a User or a Customer Workspace, in a proportionate manner: - immediately, in the event of a serious breach of the security of the Service, fraudulent or unlawful use, or an order from an authority; - after a formal notice that has remained without effect for 15 days, in the event of a breach of the Terms of Use or non-payment.

During a suspension for non-payment, viewing and export remain available (Article 16.3). For the Institutional plan, the payment terms specific to public administrations set out in the agreement are respected.

17.2 Termination by the Customer

The Customer may stop using the Service at any time. No sum paid is refunded (Article 6.4).

17.3 Termination by the Publisher

The Publisher may terminate the Customer’s access in the event of a serious breach not remedied within 30 days of a written formal notice, or in the event of permanent discontinuation of the Service; in the latter case, it notifies the Customer at least 90 days in advance. No sum paid is refunded (Article 6.4).

17.4 Effects

In the event of termination, Article 16.4 (export period) applies. Articles 10, 11, 15, 16, 20 and 21 survive the end of the relationship.

Article 18 — Force majeure

18.1 Neither party is liable for a failure caused by an event of force majeure, that is, an event that is unforeseeable, irresistible and external, as defined by the applicable law.

18.2 Given the operating conditions of the Service, the parties acknowledge that the following may in particular constitute force majeure events or grounds for exemption, provided they are beyond the control of the party concerned: - power outages, including frequent or prolonged ones; - outages, slowdowns or restrictions of internet and telecommunications networks, including those ordered by an authority; - failures or malfunctions of the hosting provider, submarine cables or internet service providers; - natural disasters, floods, fires, epidemics; - civil unrest, armed conflicts, acts of terrorism, security situations preventing access to a site; - decisions of authorities (sanctions, embargoes, border closures) ; - large-scale cyberattacks despite reasonable security measures.

18.3 The affected party notifies the other as soon as possible. If the impediment lasts more than 60 days, either party may terminate the subscription in writing, without compensation or refund (Article 6.4).

Article 19 — Amendments to the Terms of Use

19.1 The Publisher may amend these Terms of Use, in particular to take account of legal or technical developments or changes to the Service.

19.2 The Customer is informed of material changes at least 30 days before they take effect, by email to the Administrator and by a message in the Application. Users are invited to accept the new version at their next login.

19.3 If the Customer refuses a material change that is unfavourable to it, it may terminate its subscription before the change takes effect, without refund (Article 6.4). Otherwise, continued use constitutes acceptance.

19.4 Changes required by law or for security reasons may apply without delay.

19.5 The applicable version is the one published on medwasteafrica.com on the relevant date. Previous versions are retained and provided upon request.

Article 20 — Governing law

20.1 These Terms of Use are governed by the law applicable in the Customer’s country, which is also, where applicable, the country of establishment of the MEDWASTEAFRICA subsidiary providing the Service to the Customer. In addition: - the personal data protection laws of the Customer’s country (Article 13), which apply mandatorily; - the other mandatory rules of that country (in particular the regulations on healthcare waste).

20.2 For a Customer that is a public authority (Institutional plan), the rules of public procurement and administrative law of the country concerned may take precedence; the specific agreement specifies this.

20.3 These Terms of Use are drawn up in French and in English. Both versions are equally authoritative.

Article 21 — Dispute resolution

21.1 Amicable discussion. In the event of a dispute, the parties first seek an amicable solution. The party raising the dispute sets it out in writing to the other; the parties then have 30 days to reach an agreement.

21.2 Mediation. Failing agreement, the parties may resort to mediation before a mediation centre in the Customer’s country chosen by mutual agreement, in accordance with the mediation rules applicable in the Customer’s country. Mediation lasts a maximum of 60 days, unless extended by agreement.

21.3 Arbitration or national courts. If this fails, the dispute is settled as provided for in the Licence Agreement signed with the Customer, in accordance with local rules: - if the Licence Agreement provides for arbitration: by a sole arbitrator, under the rules of the competent arbitration centre of the Customer’s country specified in the Licence Agreement, with the seat in the Customer’s country; - otherwise: before the competent courts of the Customer’s country.

21.4 This clause does not preclude urgent or interim measures sought from the competent court of the Customer’s country.

21.5 For a Customer that is a public authority, the method of dispute resolution may be adapted in the specific agreement; failing that, the competent courts of the country (including administrative courts) have jurisdiction.

Article 22 — Miscellaneous provisions

22.1 If any clause of the Terms of Use is declared void, the other clauses remain in force; the void clause is replaced by the valid clause closest to the intention of the parties.

22.2 The Publisher’s failure to invoke a breach does not constitute a waiver of its right to invoke it at a later date.

22.3 The technical logs and records of the Service are binding between the parties as evidence, unless proven otherwise.

22.4 The Customer may not assign its rights under the Terms of Use without the Publisher’s written consent. The Publisher may assign them to a company that takes over the Service, after informing the Customer.

Article 23 — Contact

For any question about these Terms of Use, the Service, security or personal data:

• Email: info@medwasteafrica.com
• Postal address: Platinum International Group, LLC, Washington, United States of America
• Website: medwasteafrica.com