Terms and Conditions

Agreement to These Terms

We are GreenNotes (Pty) Ltd (“GreenNotes”, “we”, “us” or “our”), a private company registered in South Africa under registration number 2024/592066/07, with our principal place of business at 2nd Floor Shamrock Office Park, 97 York Street, George, Western Cape 6529.

GreenNotes provides an electronic health record and practice-management platform for healthcare practices, through our web portal and our iOS and Android apps. Its features include:

• clinical records;
• billing and medical-aid claims;
• scheduling;
• patient intake and consent;
• AI-assisted transcription and documentation; and
• related add-ons

Together these are the “Services”.

The following documents form part of these Terms:

• our Data Processing Agreement, which governs how we process the personal information you record in GreenNotes;
• our AI Terms of Use;
• our Sub-processors list; and
• any order-specific terms you accept, such as device rental or purchase terms, or the terms for billing bureaus.

How these documents fit together. The Data Processing Agreement governs our processing of personal information in Customer Data and prevails over these Terms to the extent of any inconsistency about that processing. The AI Terms of Use govern the use of AI-powered features and prevail to the extent of any inconsistency that relates specifically to those features. An order form or enterprise agreement signed by both parties prevails for the terms it expressly varies.

Our Privacy Policy explains how we process personal information for our own purposes, and how we process it for practices as their operator. It is a notice, not part of these Terms.

The Services are for healthcare practitioners, their staff and organisations, and are not intended for anyone under 18.

1. Accounts and Access

• One person, one account. Every person who uses the Services needs their own account. Sharing logins is not permitted, because clinical and billing records must be attributable to the person who created or changed them.
• Accurate details. You must give accurate registration and professional details and keep them up to date.
• Practice owners. The Customer’s practice owner, and any managers the owner appoints, decide who may access the practice and with which permissions. They must remove access promptly when a person leaves.
• Security. Each User must keep their sign-in details confidential, use a secure device, and tell us promptly at help@greennotes.co.za if they suspect that their account has been compromised. We recommend two-factor authentication for every User, and a practice owner can require it.
• Protective action. We may suspend access to an account if we reasonably believe it has been compromised or is being used in breach of these Terms. We will tell the Customer as soon as practicable.

2. Your Data

• You own it. The Customer owns the information it records in the Services, including patient records (“Customer Data”).
• How we process it. For personal information in Customer Data, the Customer is the responsible party and GreenNotes is its operator under the Protection of Personal Information Act, 2013 (“POPIA”). We process Customer Data only to provide the Services, in accordance with our Data Processing Agreement.
• What we do not do. We do not sell Customer Data, use it for our own marketing, or use it to train AI models.
• Exporting your data. During the subscription and the six-month retrieval period after it ends (section 12), the Customer may export its clinical and administrative records. We will provide a reasonable means of bulk exporting Customer Data in a commonly used, machine-readable format. Where further migration assistance is reasonably required, we may provide it on agreed terms.
• Your responsibilities. The Customer is responsible for having a lawful basis for processing its patients’ information. This includes obtaining any consents it relies on, such as patient consent to consultation recording and AI-assisted documentation, and telling patients how their information is processed.
• Usage information. We may use information about how the Services are used, such as feature usage, performance and error data, which does not include the content of clinical records, to operate, secure and improve the Services.

3. Clinical Responsibility and AI Features

GreenNotes is a documentation and practice-management tool. It does not give medical advice and does not replace professional judgement. Clinical records, diagnoses and treatment decisions remain the responsibility of the treating practitioner.

Outputs from our AI features are drafts that may contain errors, and must be reviewed by a practitioner before they are relied on. Our AI Terms of Use apply to those features.

4. Acceptable Use

You must use the Services lawfully and in line with your professional obligations. You must not:

• access, or attempt to access, another practice’s information or any part of the Services you are not authorised to use;
• probe, scan or test the security of the Services without our prior written permission;
• decompile, reverse engineer or copy the Services’ software, except as the law expressly permits;
• extract data from the Services with automated tools, other than through the export features we provide;
• upload malware or unlawful content, interfere with or overload the Services, or use them to send unsolicited messages;
• impersonate another person, or misrepresent your professional status or qualifications;
• resell or sublicense access to the Services, or use them to build a competing product; or
• remove or obscure any proprietary notices.

5. Fees and Payment

• Subscription fees. Fees depend on the plan, products and number of seats the Customer chooses. Some features also carry usage-based charges, such as medical-aid claim submissions and SMS messages. Current prices are shown in the Services and on our website.
• Billing. Subscriptions are billed monthly in South African rand. VAT is added where GreenNotes is required to charge it.
• Payment methods. The Customer can pay by debit or credit card, processed by our payment provider Paystack, or by EFT. Card subscriptions renew automatically and are charged to the card on file each billing period until they are cancelled.
• Free trial. New practices receive a free trial of GreenNotes EMR. The length of the trial is shown when you sign up (currently 14 days), and you do not need a payment card to start it. Some add-on products have their own trial periods, which are shown in the app. When the trial ends, the subscription moves to paid access if a payment method is on file; otherwise it is suspended.
• Price changes. We will give at least 30 days’ notice of a price increase. It takes effect from the next billing period after the notice period ends.
• Late payment. If a payment fails or is overdue, we will notify the Customer and retry. If it remains unpaid, we may suspend the affected products. While a product is suspended, the Customer can still view and export its existing records, but cannot create or change records or use AI features until the account is brought up to date.

6. Cancellation and Refunds

The Customer can cancel a subscription at any time in the web portal. Cancellation takes effect at the end of the current billing period.

Fees already paid are not refundable, except in these cases:

• where these Terms or the Data Processing Agreement provide for a refund;
• where the law requires one; or
• where we agree otherwise in writing.

If you rent devices from us, the device terms you accepted when ordering them also apply. This includes any obligation to return the devices. Cancellation may be restricted while a device order is in progress, as those terms describe.

7. Third-Party Services

Some features rely on third-party services that the Customer chooses to use. Examples are medical-aid claims through MediKredit, electronic prescribing through EMGuidance, calendar providers and payment providers.

• Those services have their own terms.
• We are not responsible for them, beyond our obligations for any provider that is our sub-processor.
• The Customer is responsible for the accuracy of the claims it submits and for complying with the rules of the medical schemes it bills.

8. Availability, Support and Changes

• Availability. We use commercially reasonable efforts to keep the Services available, and we schedule maintenance to minimise disruption. Unless a signed agreement provides a service level, we do not guarantee uninterrupted or error-free operation.
• Support. Support is available at help@greennotes.co.za and through the support area in the web portal.
• Changes to the Services. We may improve and change the Services. If a change materially reduces core functionality that the Customer pays for, we will tell the Customer in advance. The Customer may then cancel and receive a pro-rata refund of any fees it has prepaid for the affected period.
• If we discontinue the Services. If we permanently discontinue the Services, other than because of circumstances outside our reasonable control, we will, where reasonably practicable, give Customers at least 90 days’ notice and provide reasonable facilities to retrieve their Customer Data.

9. Security and Data Protection

We maintain appropriate technical and organisational measures to protect Customer Data. We notify Customers of security compromises affecting their information, and we use sub-processors and process information outside South Africa only as set out in our Data Processing Agreement and Sub-processors list.

10. Intellectual Property

• Our property. GreenNotes and its licensors own the Services, including the software, designs, content and trademarks.
• Your licence. Subject to these Terms, we grant the Customer and its Users a non-exclusive, non-transferable right to use the Services during the subscription for the Customer’s own practice purposes.
• Your data. The Customer keeps all rights in Customer Data.
• Feedback. If you give us suggestions or feedback about the Services, we may use them without any obligation to you.

11. Mobile Apps

Our iOS and Android apps are licensed, not sold. You may install and use them on devices you own or control, in accordance with these Terms. The following also applies when you obtain an app from the Apple App Store or Google Play (each an “App Distributor”):

1. the licence is limited to use on a device running Apple iOS or Android, in accordance with the usage rules in the App Distributor’s terms of service;
2. GreenNotes, not the App Distributor, is responsible for maintenance and support of the app;
3. if the app fails to conform to an applicable warranty, you may notify the App Distributor, which may refund the purchase price, if any, under its own policies;
4. you confirm that you are not located in a country subject to a US government embargo, and that you are not on any US government list of prohibited or restricted parties;
5. you must comply with any applicable third-party terms when using the app; and
6. the App Distributors are third-party beneficiaries of these Terms and may enforce them against you.

12. Suspension and Termination

• By the Customer. The Customer may end its subscription at any time, as described in section 6.
• By us, for breach. We may suspend or end a Customer’s or User’s access if they materially breach these Terms and do not remedy the breach within 14 days of our written notice.
• By us, immediately. We may act without prior notice where that is necessary to prevent unlawful use, protect other customers or patients, or address a security risk. We will give notice as soon as practicable.
• Your records after termination. The Customer’s information is kept available, read-only, for six months so that the Customer can retrieve and export it (section 2). It is then deleted as described in section 12 of the Data Processing Agreement. We will not delete a Customer’s records before the end of that period, unless the Customer asks us to or the law requires it.
• What survives. Fees that have accrued, and the sections that by their nature should continue after termination, survive.

13. Warranties and Disclaimers

We will provide the Services with reasonable skill and care. To the extent the law allows, we give no other warranties, express or implied, about the Services, including warranties of fitness for a particular purpose.

14. Limitation of Liability

• Indirect loss. Neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue or goodwill.
• Overall cap. GreenNotes’ total liability arising out of or relating to these Terms in any 12-month period is limited to the fees the Customer paid us in the 12 months before the event giving rise to the claim.
• Exceptions. These limits do not apply to the Customer’s obligation to pay fees. They also do not apply to liability for gross negligence, wilful misconduct or fraud, or to any liability that cannot lawfully be limited.

15. Indemnity

The Customer indemnifies GreenNotes against third-party claims arising from:

• the Customer’s or its Users’ unlawful use of the Services;
• a failure to obtain any consent or authority needed to process patients’ information in the Services; or
• a breach of section 4 (Acceptable Use).

GreenNotes will notify the Customer promptly of any such claim and allow the Customer to participate in its defence.

16. Consumer Protection

If you are a “consumer” under the Consumer Protection Act, 2008 or the Electronic Communications and Transactions Act, 2002, nothing in these Terms limits the rights those Acts give you. This includes any right to cancel within a cooling-off period.

17. Changes to These Terms

We may update these Terms. For a material change we will give at least 30 days’ notice by email to the practice owner and in the Services. If the Customer does not accept the change, it may cancel before the change takes effect and receive a pro-rata refund of any fees it has prepaid for the period after that date. Other changes take effect when we publish them on this page.

18. Governing Law and Disputes

• Governing law. These Terms are governed by the laws of South Africa.
• Negotiation first. The parties will first try to resolve any dispute through good-faith negotiation for at least 30 days.
• Arbitration. A dispute that is not resolved will be referred to arbitration under the rules of the Arbitration Foundation of Southern Africa (AFSA). There will be one arbitrator, the seat will be George, South Africa, and the proceedings will be in English. The award may be made an order of court.
• Exceptions. Either party may still apply to a court for urgent interim relief. Nothing in this section limits the rights of a consumer under the Consumer Protection Act.

19. Electronic Communications

You agree to receive notices and other communications from us electronically. Electronic communications, agreements and records satisfy any legal requirement that they be in writing, as the Electronic Communications and Transactions Act, 2002 allows.

20. General

• Entire agreement. These Terms, and the documents incorporated in them, are the entire agreement between the parties about the Services.
• Assignment. We may assign these Terms to a successor in a merger, acquisition or sale of our business, and will give notice when we do. The Customer may not assign them without our written consent.
• Circumstances beyond our control. Neither party is liable for a delay or failure caused by events beyond its reasonable control.
• Severability. If any provision is found unenforceable, the rest of these Terms remain in effect.
• No waiver. A failure to enforce a right is not a waiver of it.
• Relationship. These Terms do not create a partnership, joint venture or employment relationship.

21. Contact Us

For questions about these Terms or the Services, or to resolve a complaint, please contact us: