AUTOMATED COLLECTION SERVICE LEVEL AGREEMENT

between

PAYDOC (PTY) LTD

(Registration number: 2024/235839/07) and

PAYDOC USER / CLIENT

1. Definitions

   
   

   1. “Acceptance Date” means the date on which this Agreement is accepted by the Client on Paydoc’s online portal or signed by the Client;

   2. “Agreement” means this automated collection service agreement and any annexures thereto;

   3. “Client” means the Client contracting with Paydoc to access the Services;

   4. “Intellectual Property” means all outputs of creative endeavour in any field that can be protected either statutorily or not, within any jurisdiction, including but not limited to all forms of copyright, design right, whether registered or unregistered, patent, patentable material, inventions, trademarks, know-how, source codes, computer software and programs, domains and registered internet domain names, business methods, logos, business names, trade secrets, rights in databases, reports, drawings, specifications, information, data, discoveries, mathematical formulae, specifications, diagrams, expertise, techniques, computer and internet and server access codes, algorithms, Paydoc’s name and other trademarks associated with Paydoc and its related entities;

   5. “Parties” means Paydoc and the Client and ‘Party’ means any one of them as indicated by the context;

   6. “Patient” means any person in respect of whom the Client requires the Services to be rendered;

   7. “Paydoc” means Paydoc (Pty) Ltd (registration number: 2024/235839/07) a company duly registered in terms of the South African laws with registered address at 143 Kommissaris Street, Welgemoed, Bellville, 7535 and herein represented by duly authorised director, DM Müller (identity number: 7902205070089);

   8. “POPIA” means the Protection of Personal Information Act, No. 4 of 2013, as amended from time to time;

   9. “Services” means the automated collection of fees owing to the Client and includes, but is not limited to, the execution of Transactions;

   10. “Third party” means a person (whether an individual or legal entity) other than the Parties to this Agreement;

   11. “Transaction” means any collection, receipt, Transfer and/or payment services which will be facilitated by Paydoc, including the Transfer, payment, refund, reversal and original credit of amounts due and or payable by Patients of the Client;

   12. “Transfer” means an electronic fund transfer from Paydoc’s account with a designated Third Party to the Client;

   13. “VAT” means Value-Added Tax as defined in and regulated by the VAT Act; and

   14. “VAT Act” means the Value-Added Tax Act, No 89 of 1991; and

   15. "writing" means legible writing and in English and includes printing, typewriting, lithography or any other mechanical process, as well as any electronic communication in a manner and a form permitted in terms of the Companies Act and/or the Companies Regulations, 2011, or the Electronic Communications Act 36 of 2005 or any act replacing same from time to time.

2. Introduction and Recordal

   
   

   1. Paydoc automates the process of collecting funds on behalf of Clients by communicating with their patients through various communication channels, including email, SMS and WhatsApp.

   2. All statements and communications directed to patients incorporate online payment links to facilitate prompt and convenient settlement of outstanding balances.

   3. Payments collected by Paydoc on behalf of Clients will, after deduction of Paydoc fees set out herein, be distributed to the applicable Client on the next payment

      date following receipt and clearance of the funds by the financial institution. At present, Paydoc has allocated payment dates twice weekly thereby ensuring that the Clients receive funds owing to them quickly.

   4. Transparency is important to us which is why all payments, Transactions, applicable fees and transfers to Clients are recorded and made available through the Client Portal and are also evident on the Client’s monthly statements.

   5. Each invoice possesses a singular, 128-bit universal identification number (“unique ID”). This unique ID links invoices and payments to the intended Client, guaranteeing the encapsulation of all transactions within a secure and traceable framework.

   6. All funds received by Paydoc on behalf of Clients will be exclusively utilised for the purposes outlined in this Agreement and shall not be diverted for any other reason without the Client’s consent.

3. Commencement and Duration

   
   

   1. The effective date of this Agreement is the Acceptance Date, and it will remain in effect indefinitely unless terminated earlier in accordance with the provisions of clause 12.

   2. Paydoc will only provide Services from the Acceptance Date and subject to receipt of all information and data required to render the Services.

      
      

4. Relationship of Parties

   
   

   1. Neither Party shall act as or represent themselves to Third Parties or any individual as an agent of the other Party. Furthermore, there is no employment relationship, joint venture, or partnership between the Parties.. The Parties will remain independent contractors of each other in respect of this Agreement.

5. Undertakings by Paydoc

   
   

   1. Subject to clause 13 (“Warranties”) and clause 16 (“Disclaimer and Limitation of Liability”) Paydoc will:

      1. Render the Services to the Client with the required reasonable standard of skill and care;

      2. Ensure that its antivirus software, firewall, and any additional security software are consistently monitored and updated accordingly;

      3. Retain records of Transactions implemented by Paydoc on behalf of the Client pursuant to this Agreement for a period of 5 (five) calendar years or such further time, as legislation requires;

      4. Maintain separate and distinct financial records for each client, ensuring that their accounts remain isolated from those of other clients;

      5. From the Acceptance Date onwards, ensure that an appropriate audit trail is maintained for all Transactions;

      6. Not use any of the Client’s funds for any other purpose except that which is expressly stated and/or contemplated in this Agreement and/or any applicable annexure to this Agreement;

      7. Transfer funds from payment Transactions, which have been cleared and received into Paydoc’s account, to the Client’s nominated bank account.

         
         

6. Undertakings by Client

   
   

   1. The Client represents and warrants to Paydoc that:

      1. Every piece of information shared with Paydoc is accurate, truthful, and presented in a manner that is neither misleading nor deceptive;

      2. The person signing or accepting this Agreement has the legal capacity to do so and has taken all necessary corporate governance required steps to enable, empower and authorise the Client to enter into and execute this Agreement and all its annexures on the terms and conditions set out herein;

      3. The client shall, in all circumstances, uphold the principles of good faith and refrain from engaging in any business conduct or representation of Paydoc that could potentially harm or undermine Paydoc's reputation or result in any form of financial loss for Paydoc;

      4. The minimum retention period for Patient Transaction records will be five

         (5) calendar years from the date of the transaction, or a longer period as required by applicable legislation.

7. Security

   
   

   1. In accordance with section 19 of POPIA, Paydoc is committed to safeguarding the Client's personal information by implementing robust security measures. These measures include continuous assessment of potential security threats, identification and implementation of appropriate safeguards to mitigate any risks, and maintaining strict confidentiality of the information entrusted to us;

   2. The Client will ensure that the security of all passwords and login details relating to Paydoc, Transactions and the Services are maintained according to the highest standard of care that is due when dealing with financial transactions and confidential patient information and will promptly inform Paydoc should it suspect that any passwords have or could have been compromised.

   3. The Parties shall immediately bring to the attention of the other Party any breach or attempted breach of security of which it becomes aware, as required by POPIA.

      
      

8. Fees and Payment

   
   

   1. Paydoc is entitled to charge fees for the Services rendered and to deduct said Fees from any funds collected on behalf of a Client.

   2. The following fees (“Fees”) are currently applicable in respect of this Agreement:

      1. Transaction fees;

      2. Transfer fees; and

      3. Monthly service fee.

   3. The Fees are as set out in the attached fees annexure and will be subject to reasonable increases from time to time but at least annually.

   4. Paydoc will inform the Client at least 30 (thirty) days in advance of any change in the Fees.

   5. Transaction and Transfer fees will automatically be deducted from each payment Transaction before the balance is transferred to the Client’s nominated bank account.

   6. A monthly service fee is payable by each Client and is to be paid into Paydoc’s bank account by electronic fund transfer, debit order or recurring card payment. The Client is responsible for payment of this fee to Paydoc.

   7. Failing payment of any Fees, Paydoc has the right to deduct the outstanding fees (including monthly service fees owing) from any payments collected on behalf of the Client.

   8. In the event that the Client fails and/or refuses to pay any amount owing to Paydoc, that overdue amount shall accrue interest from the date it became due, at the prime rate plus 2% (two per centum) which interest shall be calculated daily and compounded monthly.

   9. All transactions, associated fees and payments shall be made available to the Client by means of a monthly statement and/or via the Paydoc Client Portal.

      
      

9. Third party services

   
   

   1. The Client acknowledges and agrees that Paydoc may from time to time make use of Third Party service providers to render the Services or any part thereof to the Client and may share the Client’s information with said service providers to the extent necessary for them to assist with rendering the Services.

   2. The Client understands that, although Paydoc will have quality control measures in place in order to ensure that quality and secure Third Parties are contracted, Paydoc cannot be held liable for any acts, omissions, negligently or willfully, by Third Parties.

      
      

10. Confidentiality

    
    

    1. The Parties agree -

       1. to keep confidential any confidential information of another Party to which such Party has or had access, whether it received access to it before or after the Acceptance Date;

       2. that each Party will not reveal or make known or allow revealing or making known of the confidential information of another Party without such Party’s prior written consent or unless required by law to do so

          (excluding contractual law) or revealed in line with the provisions of this Agreement; and

       3. that each Party must take all steps that may be reasonably necessary to prevent the confidential information falling into the hands of an unauthorised Third Party.

    2. The Client warrants in favour of Paydoc that it will not directly or indirectly infringe on or use any of the intellectual property of Paydoc or its related entities without Paydoc’s written consent.

       
       

11. Intellectual Property

    
    

    1. Paydoc, exclusively, retains all Intellectual Property rights owned by it including all Intellectual Property owned by it in respect of the Services and all Intellectual Property required for the rendering of the Services.

    2. The Client warrants that it will not alter, modify or create derived works of any Intellectual Property owned or operated by Paydoc or any Third Party whose Intellectual Property is used in the rendering of the Services or cause, assist or grant access to any other party to do so and indemnifies Paydoc against any claims or losses resulting directly or indirectly from any Intellectual Property infringement.

       
       

12. Breach

    
    

    1. Subject to clause 14, (“Force Majeure”) if either Party (“Defaulting Party”):

       1. fails to make payment in terms of this Agreement or breaches any provision of this Agreement and fails to remedy the breach within 14 (fourteen) days after the other Party (“Innocent Party”) has, in writing, asked the Defaulting Party to remedy their breach; or

       2. commits any act of insolvency, is liquidated or otherwise wound up, whether provisionally or finally,

          then the Innocent Party may, in addition to and without prejudice to any other right it may have in law or in terms of this Agreement, to:

       3. enforce specific performance of the terms of this Agreement; or

       4. cancel this Agreement,

          without limitation to such Party’s right to recover such damages as it may have sustained.

    2. All legal costs as between attorney and own client, charges, disbursements and fees, incurred by the Innocent Party in successfully enforcing or defending any provision of this Agreement, or any claim there under, shall be for the account of the Defaulting Party, and shall be payable on demand.

       
       

13. Termination

    
    

    1. Notwithstanding any other clause in this Agreement, either Party may cancel this Agreement, without incurring a penalty, on written notice of 1 (one) month, or such other period as the Parties may agree to in writing, to the other Party.

    2. All outstanding amounts due at the termination date will be set off against any payments, if any, still to be made to the Client. Notwithstanding this, it remains the Client’s sole responsibility to settle any amounts due to Paydoc prior to the termination date.

    3. Notwithstanding any other clause in this Agreement, Paydoc may terminate the Agreement immediately if it is hindered or unable to deliver the Services to the Client for any reason whatsoever or if there is a breach of Paydoc’s Intellectual Property. Further, Paydoc may suspend the Client’s access to the Services or online portal with immediate effect if suspicious or illegal activity is reasonably suspected and the Client shall have no claim against Paydoc for any losses or expenses suffered by the Client as a result of any such suspension.

    4. Upon termination of the Agreement for any reason whatsoever, the Client’s access to the Services and the Paydoc Client Portal will cease immediately.

       
       

14. Force Majeure

    1. If either Party ("the Invoking Party") be prevented from complying with any of its obligations in terms of this Agreement as a result of any event beyond the control of that Party such as an act of God, war, fire, flood, legislation, insurrection, sanctions, trade embargo, interruption of essential services, or any economic or other cause beyond the reasonable control of such Party ("Force Majeure") then the Invoking Party shall immediately give written notice thereof to the other Party:

       1. specifying the cause and anticipated duration of the Force Majeure; and

       2. within 5 (five) days from termination of the Force Majeure, inform the other Party that such Force Majeure has ended.

    2. Compliance with any obligations under this Agreement shall be suspended from the date on which notice of the Force Majeure is given until the date on which notice of termination of the Force Majeure is given ("Suspension Period"), subject always to the remaining provisions of this clause.

    3. The Invoking Party shall not be liable for any delay or failure to comply with any obligation hereunder, or loss or damage due to or resulting from the Force Majeure during the Suspension Period, provided that:

       1. the Invoking Party uses and continues to use its best efforts to comply with its obligations; and

       2. if the Force Majeure continues for more than 20 (twenty) days, the other Party shall be entitled to cancel this Agreement on the expiry of the 20 (twenty) day period, but shall not be entitled to claim damages against the Invoking Party as a result of the delay or failure to comply with any obligations due to or resulting from the Force Majeure.

          
          

15. Warranties

    
    

    1. Paydoc warrants that it will provide the Services duly and promptly and with the required standard of skill and care.

    2. The Client warrants that:

       1. It shall not have any right to use or any claim to the Intellectual Property of Paydoc, or any Third Party used by Paydoc from time to time; and

       2. It will not hold Paydoc liable for any losses, expenses, delays, service failures, Transaction errors or security breaches that result from usage of a Third Party in rendering the Services.

    3. Each Party warrants to and in favour of the other that:

       1. it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to enter into this Agreement;

       2. the natural person that signs on its behalf, if any, is duly authorised to do so;

       3. this Agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms;

       4. the execution of this Agreement and the performance of its obligations under it does not and shall not:

          1. contravene any law or regulation to which that Party is subject;

          2. contravene any provision of that Party’s constitutional documents; or

          3. conflict with or constitute a breach of any of the provisions of any other agreement, undertaking or obligation under which it is bound, and

       5. it is entering into this Agreement as principal (and not as agent or in any other capacity);

       6. to the best of its knowledge and belief, such Party is not aware of any fact or circumstance that may impair its ability to comply with all of its obligations in terms of this Agreement;

       7. no other party is acting as fiduciary for it;

       8. it is not placing any reliance on any statement or representation by or on behalf of any other Party, save for that which is expressly part of this Agreement.

    4. Each of the representations and warranties given by the Parties in this Agreement shall:

       1. be a separate warranty and will in no manner be limited by any inference from the terms of any other warranty or other words in this Agreement;

       2. continue and remain in force notwithstanding the termination of this Agreement; and

       3. prima facie be deemed to be of a material nature and, as such, a material representation inducing the other Party to enter into this Agreement.

          
          

16. Disclaimer and Limitation of Liability

    
    

    1. Paydoc will not be liable whether in contract, delict or otherwise for –

       1. any loss of profits, contracts or goodwill, any incidental, indirect or consequential damages, losses or expenses incurred by the other Party pursuant to the performance by Paydoc of its obligations in terms of this Agreement, unless any such damage or loss was occasioned by fraud, gross negligence, or willful misconduct;

       2. any expenses associated with acquiring alternative technologies, services, or licenses;

       3. interruption or loss of use, loss, or corruption of data; and/or

       4. wasted management or staff time.

    2. In all cases (and excluding any liability, which may not by law be excluded or limited), Paydoc’s total liability, whether in contract, negligence or otherwise, under or in connection with this Agreement will not exceed in aggregate 100% (one hundred percent) of the total Fees received by Paydoc with respect to the Services in question, giving rise to the liability during the 12 (twelve) month period, prior to the cause of action.

       
       

17. Address for legal notices

    
    

    1. The Parties choose their domicilium citandi et executandi (the address for delivery of all notices) ("Domicilium") for all purposes relating to this Agreement, including the giving of any notice, the payment of any sum, the serving of any process, as follows –

       
       

       1. Client:

          1. Physical address:

          2. Email:

          3. Telephone number:

          4. Contact person:

       2. Paydoc:

          1. Physical address: 501 The Cliffs, Block 1, Niagara road, Tyger Falls, 7530

          2. Email: info@paydoc.co.za

          3. Telephone number: 0219397081

          4. Contact person: Daniel Muller

18. Right to Amend

    
    

    1. These terms and conditions are the standard terms and conditions governing this Agreement.

    2. Paydoc has the right to, at any time, change or add to the terms of this Agreement and to change, delete, discontinue, or impose conditions on the use of the Services by amending the terms and conditions of this Agreement on the Paydoc website.

    3. Paydoc will provide you with written notice of any changes to the terms and conditions through the dashboard, via email, or through other reasonable means. If you are an existing Paydoc user, the changes will come into effect on the date we specify in the notice, and your use of the Services, Client Portal, or data after a change has taken effect, constitutes your acceptance of the amended terms and conditions. You can access a copy of the current terms of this Agreement on Paydoc’s website at any time. You can see when the terms and conditions were last changed by checking the "Effective Date" at the bottom of the terms and conditions.