Terms of Service

These Terms are between Vedge Technologies Ltd (Ghana RGD No. [REVIEW: Ghana RGD company registration number], registered office at [REVIEW: registered office address — Ghana company registration]), and the legal entity whose authorised representative subscribes to the Service. By creating a Tenant account or by clicking “I accept” during onboarding, that representative warrants they have authority to bind the entity.

Vedge provides a cloud-hosted multi-tenant health operating system (the “Service”) covering — as configured in the Tenant’s subscription tier — electronic health records, appointments, billing, lab + imaging workflows, pharmacy, and reporting. Feature availability is defined by the Tenant’s subscribed plan plus any Add-ons enabled from the tenant admin console.

The Tenant is responsible for:

• Identifying each Authorised User, provisioning credentials, assigning roles, and promptly revoking access when staff leave.
• Maintaining the confidentiality of credentials. Vedge treats any action performed through a valid credential as the act of the Tenant.
• Enabling multi-factor authentication for all admin accounts.

The Tenant warrants that it and every Authorised User hold the licences and registrations required to provide the health services they record in the platform, including where applicable:

• HEFRA facility licence (or equivalent per country).
• Medical and Dental Council / AHPC / Nursing and Midwifery Council / Pharmacy Council registration for each practitioner.
• Narcotics Control Commission authorisation where controlled substances are prescribed or dispensed.
• Data Protection Commission registration as Data Controller.

Vedge does not verify clinical-licensure compliance in real time; the warranty is the Tenant’s.

The Tenant retains all rights in data uploaded to or generated in the platform. The Tenant grants Vedge a limited, non-exclusive, worldwide licence to process that data solely to provide the Service — the scope is defined in the Data Processing Agreement.

The Tenant warrants that it has a lawful basis under §27 DPA 2012 for every upload of patient data, and has given (or caused the patient’s clinic to give) the notice required by §20.

Fees are set out in the Tenant’s subscription tier (Plan) plus any enabled Add-ons. Unless otherwise agreed in writing:

• Billing cycle is monthly, in advance, in the currency shown at checkout (GHS, NGN, USD).
• Payment is due within 14 days of invoice issue. Failed recurring charges enter a 7-day grace window before suspension under §12.
• Taxes (VAT, NHIL, GETFund, COVID-19 Health Recovery Levy as applicable) are added to the Tenant-facing price unless the Tenant provides a tax-exempt certificate.
• Refunds follow the Refund + Billing Policy.

Vedge targets 99.5% monthly uptime, measured per the methodology in our Service Level page. Shortfalls are compensated by service credits on that page’s schedule; service credits are the Tenant’s sole remedy for uptime shortfalls.

Vedge owns all rights in the Service and its underlying software, documentation, and trademarks. The Tenant owns its content. Neither party receives any rights not explicitly granted in these Terms.

Personal-data processing is governed by the Data Processing Agreement, which is incorporated by reference and takes precedence over these Terms in case of conflict on data-protection matters.

Vedge’s current security measures are on the Security page and incorporated by reference. Vedge will not materially degrade its security posture during the term.

Use of the Service is subject to the Acceptable Use Policy. Breach of the AUP is a material breach of these Terms.

Vedge may suspend access if:

• Payment is more than 14 days overdue and unresolved after a 7-day reminder.
• A material breach of these Terms, the AUP, or the DPA continues more than 7 days after notice.
• Law, regulator direction, or an evident risk to the Service or other tenants requires it.

Either party may terminate for convenience on 30 days’ notice; fees already paid are non-refundable (except pro-rata where termination follows a Vedge material breach).

On termination, Vedge makes the Tenant’s data available for export for 60 days in the formats described in the DPA.

Vedge warrants that the Service will materially conform to the documentation and will be delivered with reasonable skill and care. To the fullest extent permitted by Ghanaian law, all other warranties are disclaimed, including merchantability, fitness for a particular purpose, and non-infringement.

The Service is a tool. It does not replace clinical judgement, regulatory compliance, or the Tenant’s own duties of care. AI-assisted features, where enabled, are clinical decision support only — see Responsible AI Statement.

Except for (a) breach of the DPA by either party, (b) the Tenant’s payment obligations, (c) either party’s indemnity under §16, and (d) liability that cannot be limited by law: each party’s aggregate liability arising out of or in connection with these Terms is capped at the fees paid by the Tenant in the 12 months preceding the event giving rise to the liability.

Neither party is liable for indirect, incidental, consequential, or punitive damages, or for loss of profits, revenue, goodwill, or anticipated savings.

The Tenant will indemnify and hold Vedge harmless against claims arising from (a) Tenant content that was unlawful or breached a third party’s rights, (b) the Tenant’s breach of its licensure warranty under §4, or (c) the Tenant’s use of the Service in breach of the AUP.

Vedge will indemnify and hold the Tenant harmless against third-party claims that the Service infringes their intellectual property, subject to the liability cap in §15.

Each party will protect the other’s confidential information with at least the same care it uses for its own (and never less than reasonable care), and will use it only to perform these Terms. Confidentiality obligations survive termination for 5 years.

Vedge may update these Terms by posting the revised version here and notifying the Tenant by email + in-dashboard notification at least 30 days before the change takes effect. Continued use of the Service after the effective date constitutes acceptance. If a change materially disadvantages the Tenant and they do not accept, they may terminate for convenience before the change takes effect with a pro-rata refund of prepaid fees.

Neither party is liable for delay or failure caused by events beyond its reasonable control — natural disaster, act of government, nationwide network or power outage, act of war — provided it mitigates diligently and resumes performance as soon as practicable.

Neither party may assign these Terms without the other’s prior written consent, except that either party may assign to a successor in a merger, acquisition, or sale of substantially all assets, on written notice.

If any clause is held unenforceable, the rest stands. A failure to enforce a right is not a waiver. Notices are effective when delivered to the email addresses in each party’s account (Tenant) or to legal@tryvedge.com (Vedge).

These Terms are governed by the laws of the Republic of Ghana. The parties will try first to resolve disputes by good-faith discussion; unresolved disputes are referred to arbitration under the Alternative Dispute Resolution Act 2010 (Act 798), with the seat in Accra, Ghana.