DRAFT v0.1 — 11 November 2026 — Draft for discussion. Not legal advice. To be reviewed by Nigerian legal counsel before signature or publication.
This Master Services Agreement (the "Agreement") is made between:
together the "Parties", and takes effect on the start date stated in the Order Form (the "Effective Date": {{EFFECTIVE_DATE}}).
1.1 The Provider will supply the services and modules listed in the Hospital's Order Form (the "Services"), which may include:
1.2 Only the modules and tier listed in the Order Form are included. Modules not listed are not part of the Services.
1.3 The Services are provided through the Hospital's dedicated portal at the subdomain recorded in the Order Form (e.g. hospital.velnovahealth.com). The Hospital's data, users, branding and audit logs are isolated to its own tenancy.
1.4 The Services are provided entirely as a cloud service. The Provider supplies no on-premises hardware, and the Hospital accepts that an internet connection is required to upload studies and to report: where there is no connectivity, the Services are unavailable until connectivity returns.
2.1 Each Order Form signed by both Parties forms part of this Agreement and records: the Hospital's legal name and address, chosen subdomain, modules and tier, fees, billing cycle, start date, and number of sites.
2.2 If there is a conflict, the Order Form prevails over this Agreement for the commercial details it records; otherwise this Agreement prevails.
3.1 Fees are in naira (₦) as stated in the Order Form, payable monthly or annually in advance as the Order Form records. Annual billing, where chosen, is invoiced once for the year.
3.2 Fees cover the modules, study-volume band, storage allowance and dictation-minute allowance of the tier stated in the Order Form. Usage above a tier allowance is charged at the overage rates stated in the Order Form or, if none are stated, at the Provider's then-current published rates notified to the Hospital in advance.
3.3 Invoices are payable within [14] days. Amounts unpaid after the due date may attract interest at [1.5]% per month and, after written notice and a further [14] days, the Provider may suspend the Services under clause 10.3.
3.4 The Provider may change fees by giving not less than [60] days' written notice, effective from the start of the next billing period or renewal following that notice. If the Hospital does not accept a change, it may terminate under clause 10.2 before the change takes effect.
3.5 Fees are exclusive of VAT and other applicable taxes, which are payable by the Hospital where they apply.
4.1 This Agreement begins on the Effective Date and continues for successive billing periods unless terminated under clause 10.
5.1 Data controller. The Hospital is the data controller of all patient and clinical data it places on the platform. The Provider processes that data only as the Hospital's processor, under the Data Processing Agreement (Schedule 2).
5.2 Lawful basis and consent. The Hospital is responsible for having a lawful basis for the processing, including obtaining any patient consent required, and for the accuracy and completeness of the data and instructions it provides.
5.3 Clinical responsibility. See clause 8.
5.4 Accounts. The Hospital will ensure every user has their own account, that credentials and PINs are kept confidential (see the Terms of Use, Schedule 4 reference), and that leavers' accounts are disabled promptly. The Hospital is responsible for activity under its accounts except where caused by the Provider's breach of this Agreement.
5.5 Credentialing. The Hospital is responsible for verifying the identity, registration (including MDCN registration) and competence of its clinicians, including any radiologist who signs reports through the platform.
5.6 Acceptable use. The Hospital will not use the Services unlawfully, will not attempt to access another hospital's tenancy, and will not upload material it has no right to process.
6.1 The Provider will provide the Services with reasonable skill and care, substantially as described in the Order Form and the service description current at the Effective Date.
6.2 The Provider will meet the service-level targets in Schedule 1, subject to the service credits stated there, which are the Hospital's sole financial remedy for failure to meet those targets.
6.3 The Provider will protect Hospital data using the security measures described in the Data Processing Agreement (Schedule 2), and will maintain audit logs of access to and activity within the Hospital's tenancy.
6.4 The Provider will maintain backups of platform data in accordance with the Retention & Exit Policy (Schedule 3).
7.1 The Parties will comply with the Nigeria Data Protection Act 2023 (the "NDPA") in respect of personal data processed under this Agreement. The Data Processing Agreement at Schedule 2 forms part of this Agreement.
7.2 Patient requests (access, correction, erasure and similar) are decided by the Hospital as controller; the Provider will assist as set out in Schedule 2 and in the Retention & Exit Policy (Schedule 3).
8.1 The platform is a tool for storing, viewing, reporting and delivering imaging studies and records. It does not diagnose, and it does not make clinical decisions.
8.2 Diagnosis, interpretation and all clinical decisions rest solely with the Hospital and its clinicians. Reports are authored and signed by the Hospital's own clinicians under their own names and registration numbers; the Provider does not author, check or approve clinical content.
8.3 The image viewer supplied with the Imaging module is not certified as a standalone device for primary diagnosis. The Hospital is responsible for deciding, under its own clinical governance and applicable Nigerian requirements, the purposes for which the viewer is used, and for any additional viewing equipment or software it requires.
8.4 Any automated or assistive feature (including dictation and any quality-check or drafting assistance) produces suggestions only. The signing clinician remains fully responsible for the final content of every report.
9.1 The Hospital owns its data. All patient data, studies, reports, letterheads, templates the Hospital creates, and other content the Hospital places on the platform remain the Hospital's property (or its patients', as applicable). The Provider acquires no ownership of Hospital data and will use it only to provide the Services and as permitted by Schedule 2.
9.2 The Provider owns the software. The platform, its software, designs and documentation (excluding Hospital data) are and remain the Provider's property. The Hospital receives a non-exclusive, non-transferable right to use the Services for its own internal operations during the term.
9.3 The Hospital grants the Provider a licence to use its name, logo and letterhead solely to brand the Hospital's own portal and reports as the Hospital directs.
9.4 Each Party retains its pre-existing intellectual property. Feedback the Hospital gives may be used by the Provider to improve the Services without payment, provided it does not disclose the Hospital's confidential information or patient data.
10.1 Either Party may terminate this Agreement for convenience on not less than 90 days' written notice, in accordance with the Retention & Exit Policy (Schedule 3).
10.2 Either Party may terminate immediately on written notice if the other Party commits a material breach that is not remedied within [30] days of notice, or becomes insolvent.
10.3 The Provider may suspend the Services (in whole or part) for unpaid fees under clause 3.3, or immediately where necessary to protect the platform, other customers, or to comply with law. Suspension is not termination and is not an exit: during suspension no retention or deletion clock runs, no data is deleted, and report verification continues, all as set out in Schedule 3.
10.4 On any termination or expiry, the exit process in the Retention & Exit Policy (Schedule 3) applies, including the Hospital's export of its data, the grace window, deletion, the deletion certificate, and the continuation of report verification from the platform's verification ledger.
10.5 Fees paid in advance for a period after the effective date of termination (other than termination by the Provider for the Hospital's material breach or non-payment) will be refunded pro rata.
11.1 Each Party will keep the other's confidential information confidential, use it only for this Agreement, and disclose it only to those who need it for the Services and are bound by equivalent duties. Patient data is confidential information of the Hospital and is further governed by Schedule 2.
11.2 This clause does not apply to information that is public (other than through breach), already known, independently developed, or required to be disclosed by law or a regulator, including the Nigeria Data Protection Commission.
11.3 This clause survives termination for [3] years; duties in respect of patient data survive for as long as the data is held.
12.1 Neither Party excludes or limits liability that cannot lawfully be excluded, including liability for death or personal injury caused by negligence, fraud, or wilful misconduct.
12.2 Subject to clause 12.1, each Party's total aggregate liability under or in connection with this Agreement is capped at the total fees paid by the Hospital to the Provider in the 12 months preceding the event giving rise to the claim (or, if the event occurs in the first 12 months, the fees paid to that date).
12.3 The cap in clause 12.2 does not apply to: (a) a Party's breach of its data-protection obligations under Schedule 2; (b) wilful misconduct; or (c) infringement of the other Party's intellectual property rights. [Note for counsel: consider a separate, higher cap for data-protection breaches.]
12.4 Subject to clause 12.1, neither Party is liable for indirect or consequential loss, loss of profit, or loss of goodwill. Nothing in this clause makes the Provider responsible for clinical outcomes, which rest with the Hospital under clause 8.
13.1 Neither Party is liable for failure to perform (other than to pay for Services already received) where caused by events beyond its reasonable control, including power or telecommunications failure, flood, fire, epidemic, war, or acts of government. The affected Party will notify the other promptly and resume performance as soon as reasonably possible. If the event continues for more than [60] days, either Party may terminate on notice, and Schedule 3 will apply.
14.1 Notices under this Agreement must be in writing to the addresses in the Order Form (for the Hospital) and to {{CONTACT_EMAIL}} or {{COMPANY_ADDRESS}} (for the Provider), and are deemed received when delivered by hand or courier, or on the next business day after email where no failure notice is received.
15.1 Governing law. This Agreement is governed by the laws of the Federal Republic of Nigeria. The Parties will attempt to resolve disputes by good-faith discussion, then by mediation in [Lagos/Abuja], before court proceedings; the courts of Nigeria have jurisdiction.
15.2 Entire agreement. This Agreement, its Schedules and the Order Forms are the entire agreement between the Parties about the Services and supersede prior discussions and documents on that subject.
15.3 Amendments must be in writing and signed by both Parties, except fee changes under clause 3.4 and sub-processor changes under Schedule 2, which follow the notice mechanisms stated there.
15.4 Assignment. Neither Party may assign this Agreement without the other's written consent, except that the Provider may assign to a successor to substantially all of its business on notice to the Hospital.
15.5 Severance; waiver. If any provision is unenforceable, the remainder continues in force. No waiver is effective unless in writing.
02-data-processing-agreement.md).04-terms-of-use.md), which every user accepts on first sign-in.16.1 Availability target. The Provider targets 99.5% monthly availability of the portal and reporting services, excluding scheduled maintenance notified at least [48] hours in advance and force-majeure events. This is a target, not a guarantee.
16.2 Support hours. [08:00–20:00 West Africa Time, Monday to Saturday], via {{CONTACT_EMAIL}} and the in-platform support channel.
16.3 Response targets (first substantive response):
| Priority | Example | Response target | Resolution target |
|---|---|---|---|
| P1 — Service down / cannot report | Portal unavailable; signed reports cannot be produced | 1 hour | 4 hours |
| P2 — Major function impaired | Uploads failing; viewer unavailable for some users | 4 hours | 1 business day |
| P3 — Minor issue / workaround exists | Formatting fault; single-user problem | 1 business day | 3 business days |
| P4 — Question / request | How-to, account changes | 2 business days | As agreed |
16.4 Service credits. If monthly availability falls below the target in clause 16.1, the Hospital may claim a credit of [5]% of that month's fee for each full [0.5]% below target, up to a maximum of [25]% of that month's fee, applied against the next invoice. Credits must be claimed within [30] days of the month concerned and are the sole financial remedy for availability failures.
Signed for and on behalf of the Parties (signature blocks are in the Order Form, which incorporates this Agreement).
Draft v0.1 · 11 November 2026 · Placeholders in {{double braces}} and figures in [square brackets] to be settled before first use.