Terms and Conditions of Use

1. These Terms and Conditions of Use (“Terms”) govern your access to and use of Submitt.App (“Submitt”, the “Application” or the “Services”), operated by Submitt Medical Accounts (Pty) Ltd, registration number 2013/008088/07 (“Submitt Medical Accounts”, “we”, “us” or “our”).
2. By creating an account, accessing or using the Application, or accepting these Terms electronically, you agree to be bound by these Terms.
3. If you access or use the Application on behalf of a medical practice, medical bureau or other organisation, you represent and warrant that you are authorised to accept these Terms on its behalf, in which event “you” and “your” include that organisation.
4. These Terms must be read together with our POPIA Privacy Policy, which forms part of the contractual framework governing the use of the Application.

1. DEFINITIONS AND INTERPRETATION

In these Terms, unless the context indicates otherwise:

1.1. “Account” means the account registered by or on behalf of a Customer for access to and use of the Application.

1.2. “Application” means the Submitt.App software application, platform and associated functionality operated and made available by Submitt Medical Accounts (Pty) Ltd.

1.3. “Authorised User” means any individual authorised by the Customer to access or use the Application on the Customer’s behalf, including a medical practitioner, employee, assistant, medical billing bureau or other authorised representative.

1.4. “Customer” means the medical practice, medical practitioner or other entity in whose name an Account is registered and which subscribes to, accesses or uses the Services, whether or not the subscription fee in respect of that Account is paid by a medical billing bureau or other third party.

1.5. “Customer Data” means any information, documents, images, records, patient information, claim information or other data submitted to, uploaded to, generated through or otherwise processed by the Application by or on behalf of the Customer or an Authorised User.

1.6. “GoodX” means the third-party medical billing and practice management system with which the Application may integrate or communicate through an application programming interface or other integration.

1.7. “Personal Information” has the meaning ascribed to it in the Protection of Personal Information Act 4 of 2013 (“POPIA”).

1.8. “Patient Information” means Personal Information relating to a patient which is submitted to, captured by, uploaded to or otherwise processed through the Application.

1.9. “Privacy Policy” means Submitt’s POPIA Privacy Policy applicable to the Application and the Services, as amended from time to time.

1.10. “Services” means the software, functionality, features and related services made available by Submitt through or in connection with the Application.

1.11. “Submitt”, “we”, “us” or “our” means Submitt Medical Accounts (Pty) Ltd, registration number 2013/008088/07.

1.12. “Terms” means these Terms and Conditions of Use, together with any documents expressly incorporated into them.

1.13. “User” means any person who accesses or uses the Application, including an Authorised User.

1.14. Interpretation

Unless the context indicates otherwise:

1.14.1. words importing the singular include the plural and vice versa;

1.14.2. words importing any gender include the other genders;

1.14.3. a reference to a person includes a natural person, juristic person, partnership, association or other legal entity;

1.14.4. a reference to legislation includes that legislation as amended, consolidated or replaced from time to time;

1.14.5. headings are for convenience only and do not affect the interpretation of these Terms; and

1.14.6. where a word or expression is defined, other grammatical forms of that word or expression have corresponding meanings.

2. THE SUBMITT SERVICE

2.1. Nature of the Application

Submitt.App is a software and billing-administration application operated by Submitt Medical Accounts (Pty) Ltd and made available to medical practitioners, medical practices and medical billing bureaux to assist with the administration and preparation of medical claims.

Submitt is not a healthcare provider, medical practitioner or medical billing bureau and does not provide medical, clinical or healthcare services.

Submitt does not diagnose, treat or advise patients, does not provide medical or clinical recommendations, and does not establish or assume a professional relationship with any patient. The relationship relating to the provision of healthcare services remains between the relevant healthcare practitioner and the patient.

2.2. Functionality

The Application provides functionality intended to assist the Customer with the administrative preparation and management of medical claims. Depending on the functionality made available to the Customer, the Application may facilitate the capture and processing of patient and claim information, provide billing, ICD-10 and macro codes, and facilitate the transmission of claims or claims-related information to the Customer’s nominated medical billing bureau or other third-party service provider.

The Customer acknowledges that the Application is an administrative tool and does not replace the professional judgement, review or decision-making of the Customer, its healthcare practitioners or its medical billing bureau.

2.3. Medical Claims

Submitt does not itself provide medical services, determine whether a medical service should be provided, determine whether a claim is medically or professionally appropriate, or guarantee that any claim will be accepted or paid by a medical scheme or other third party.

The Customer remains responsible for ensuring that all claims and claims-related information generated, processed or transmitted through the Application are accurate, complete and properly authorised before submission.

2.4. AI-Assisted Information Extraction

The Application uses Amazon Textract, an artificial intelligence service provided through Amazon Web Services (“AWS”), to assist with the extraction of specified information from images uploaded to the Application.

The information extracted may include the medical aid name, medical aid membership number and identification number appearing on a patient’s hospital or medical aid documentation.

The Customer acknowledges that automated information extraction may produce inaccurate, incomplete or incorrectly interpreted information. The Customer is accordingly responsible for reviewing and verifying information extracted through the Application before relying on such information for coding, billing or claim submission.

Submitt does not warrant or represent that information extracted through Amazon Textract will be accurate, complete or error-free.

2.5. Human Verification

The Customer acknowledges that the AI-assisted functionality is intended to assist with the administrative process and does not replace human verification.

The Customer must ensure that an appropriately authorised person verifies the relevant patient and medical aid information before any coding, billing or claim is submitted or otherwise relied upon.

2.6. Third-Party Systems and Services

The operation of certain functionality within the Application may depend upon third-party systems, services, infrastructure or integrations, including AWS, Amazon Textract, GoodX and the systems of medical billing bureaux.

Submitt does not control the operation of third-party systems and does not warrant their continued availability, functionality or compatibility with the Application.

The Customer acknowledges that changes, interruptions or failures affecting a third-party system may affect the corresponding functionality of the Application.

3. ACCOUNTS AND AUTHORISED USERS

3.1. Account Registration

Access to the Application requires the Customer to register an Account with Submitt. The Customer must ensure that all information provided to Submitt in connection with the registration, establishment and maintenance of its Account is accurate, complete and kept up to date.

The Customer warrants that the person registering the Account is duly authorised to do so on behalf of the Customer.

3.2. Authorised Users

The Customer may permit its employees, medical practitioners, assistants, medical billing bureau personnel and other appropriately authorised persons to access and use the Application as Authorised Users, subject to these Terms.

The Customer is responsible for:

3.2.1. determining which persons are authorised to access the Application;

3.2.2. ensuring that each Authorised User accesses and uses the Application only for legitimate purposes connected with the Customer’s use of the Services;

3.2.3. ensuring that each Authorised User complies with these Terms and all applicable confidentiality, privacy, security and professional obligations;

3.2.4. ensuring that access rights are promptly withdrawn when an Authorised User no longer requires access to the Application; and

3.2.5. all acts and omissions of its Authorised Users in connection with the Application.

3.3. Login Credentials

Each Authorised User must use their own login credentials. Login credentials may not be shared, transferred or made available to any other person.

The Customer and each Authorised User are responsible for maintaining the confidentiality and security of their login credentials and must take reasonable measures to prevent unauthorised access to the Account.

3.4. Unauthorised Access

The Customer must immediately notify Submitt if it becomes aware of or reasonably suspects that:

3.4.1. an unauthorised person has obtained access to the Account;

3.4.2. an Authorised User’s login credentials have been compromised; or

3.4.3. the Application or Customer Data has been accessed or used without authorisation.

The Customer must cooperate reasonably with Submitt in investigating and addressing any suspected unauthorised access or security incident.

3.5. Responsibility for Account Activity

Subject to Submitt’s obligations under these Terms, the Customer remains responsible for activity undertaken through its Account and by its Authorised Users.

The Customer may not permit any person to access or use the Application who is not appropriately authorised to do so.

3.6. Activity Under Account Credentials

3.6.1. All access to and use of the Application effected through the Customer’s Account or login credentials, whether by an Authorised User or by any other person, and whether or not authorised by the Customer, is deemed for purposes of these Terms to be the act of the Customer.

3.6.2. Clause 3.6.1 applies whether or not the Customer permitted, was aware of, or could reasonably have prevented the access concerned, and the Customer indemnifies Submitt in respect of it in accordance with clause 13.8.

3.6.3. Clause 3.6.1 does not apply to access obtained as a direct result of a breach by Submitt of its obligations under clauses 5.7 and 10.1.

3.6.4. Nothing in this clause derogates from the Customer’s obligations under clause 3.3, or limits Submitt’s rights under clause 14.

3.7. Suspension of User Access

Submitt may suspend or restrict an individual Authorised User’s access where Submitt reasonably believes that the User has breached these Terms, poses a security or privacy risk, or is using the Application in an unauthorised or unlawful manner.

Where reasonably practicable, Submitt will notify the Customer of such suspension or restriction.

4. CUSTOMER RESPONSIBILITIES

4.1. Responsibility for Use of the Application

The Customer acknowledges that Submitt.App is a software and billing-administration tool and that the Customer remains responsible for the manner in which it uses the Application and the Services.

The Customer is responsible for ensuring that its use of the Application is lawful, appropriate and consistent with the Customer’s professional, regulatory and business obligations.

4.2. Patient Information

The Customer is responsible for ensuring that all Patient Information submitted to or processed through the Application has been lawfully collected and that the Customer is entitled to provide such information to Submitt for processing.

The Customer remains responsible for obtaining any consent, authorisation or other lawful basis required for the processing of Patient Information and for providing patients with any notices required by applicable law.

4.3. Accuracy of Information

The Customer is responsible for the accuracy, completeness and correctness of information entered into or submitted through the Application.

Where information is extracted through the Application’s AI-assisted functionality, the Customer is responsible for ensuring that such information is appropriately reviewed and verified before it is relied upon.

Submitt does not assume responsibility for errors or omissions in information supplied by the Customer or generated through automated processing.

4.4. Claims and Billing

The Customer remains responsible for the preparation, review and accuracy of its medical claims and billing information.

The Customer must ensure that all claims are appropriately reviewed and authorised before being transmitted to its medical billing bureau, medical scheme or any other third party.

The Customer acknowledges that Submitt does not determine whether a claim is medically, professionally or factually appropriate, nor whether a claim will be accepted or paid by a medical scheme.

4.5. Professional Responsibility

Nothing in these Terms transfers any professional responsibility of a medical practitioner, healthcare provider or medical billing professional to Submitt.

The Customer and its relevant professional users remain responsible for complying with all professional rules, ethical obligations and regulatory requirements applicable to their activities.

4.6. Staff and User Access

The Customer is responsible for ensuring that its employees, practitioners, assistants, contractors and other Authorised Users:

4.6.1. are appropriately authorised to access the Application;

4.6.2. use the Application only for legitimate purposes;

4.6.3. comply with these Terms and applicable law;

4.6.4. maintain the confidentiality and security of their login credentials; and

4.6.5. comply with all applicable confidentiality, privacy and information-security obligations.

The Customer remains responsible for the acts and omissions of its Authorised Users in connection with their use of the Application.

4.7. Record-Keeping

The Customer remains responsible for maintaining all patient, clinical, billing and other records which it is required to retain in terms of applicable law, professional rules or its own policies.

The Customer acknowledges that use of the Application does not relieve it of any statutory, regulatory or professional record-keeping obligation.

4.8. Security

The Customer is responsible for maintaining appropriate security measures in respect of its own devices, systems, networks, Account credentials and access to the Application.

The Customer must notify Submitt without undue delay if it becomes aware of any unauthorised access to its Account or any suspected compromise of Customer Data or Patient Information.

4.9. Prohibited Conduct

The Customer must not use the Application:

4.9.1. for any unlawful or unauthorised purpose;

4.9.2. to process information which the Customer is not lawfully entitled to process;

4.9.3. to obtain or attempt to obtain unauthorised access to the Application or any underlying system;

4.9.4. in a manner that could compromise the security, integrity or availability of the Application;

4.9.5. to transmit malicious code, viruses or other harmful material; or

4.9.6. in any manner which could reasonably be expected to expose Submitt or any third party to unlawful, fraudulent or abusive conduct.

4.10. Disclosure of Bureau and Third-Party Access

The Customer must disclose to Submitt, on registration and thereafter on request or whenever it changes, the identity of any medical billing bureau or other third party to whom the Customer gives access to its Account or to the Application.

The Customer must not permit access to its Account or to the Application by any medical billing bureau or other third party whose identity has not been disclosed to Submitt in accordance with this clause. Permitting undisclosed access is a material breach of these Terms.

5. PATIENT INFORMATION AND POPIA

5.1. Responsibility for Patient Information

The Customer acknowledges that, in using the Application to collect, capture, upload, store or otherwise process Patient Information, the Customer remains responsible for determining the purpose and means of processing such information and for complying with its obligations under the Protection of Personal Information Act 4 of 2013 (“POPIA”).

The Customer accordingly remains responsible for ensuring that Patient Information is lawfully collected and processed and that it has obtained any consent, authorisation or other lawful basis required for such processing.

5.2. Submitt’s Role as Operator

To the extent that Submitt processes Patient Information on behalf of the Customer in providing the Services, Submitt acts as an operator on behalf of the Customer.

Submitt will process Patient Information only to the extent reasonably necessary to provide, maintain, secure and support the Services, in accordance with the Customer’s lawful instructions, these Terms and applicable law.

5.3. Customer’s Instructions

The Customer authorises Submitt to process Patient Information to the extent reasonably necessary to:

5.3.1. provide and operate the Application;

5.3.2. capture, store and process Patient Information submitted by the Customer or its Authorised Users;

5.3.3. provide the Application’s billing, coding and administrative functionality;

5.3.4. process information through the Application’s AI-assisted functionality, including Amazon Textract;

5.3.5. facilitate the transmission of claims or claims-related information to the Customer’s nominated medical billing bureau or other authorised third-party service provider;

5.3.6. maintain, secure, troubleshoot and support the Application;

5.3.7. perform backups, recovery and other reasonable operational functions; and

5.3.8. comply with any legal or regulatory obligation applicable to Submitt.

5.4. Special Personal Information

The Customer acknowledges that Patient Information processed through the Application may constitute special personal information, including information concerning a person’s health or medical information, as contemplated by POPIA.

The Customer is responsible for ensuring that the processing of such information through the Application is permitted under POPIA and that all applicable requirements relating to special personal information are satisfied.

5.5. Third-Party Processing

The Customer acknowledges that the provision of the Services may require Patient Information to be processed by third-party service providers engaged by Submitt.

These service providers may include cloud infrastructure and technology providers, including Amazon Web Services (“AWS”) and Amazon Textract, as further described in Submitt’s Privacy Policy.

The Customer authorises Submitt to use such service providers to the extent reasonably necessary to provide the Services, subject to Submitt’s obligations under applicable law and the Privacy Policy.

5.6. Cross-Border Processing

The Customer acknowledges that certain Patient Information may be processed or stored outside the Republic of South Africa in connection with the provision of the Services, including through AWS infrastructure located in the European Union.

Submitt will address such processing in accordance with applicable requirements under POPIA, and further information regarding the relevant hosting and processing arrangements is set out in the Privacy Policy.

5.7. Security and Confidentiality

Submitt will implement reasonable technical and organisational measures appropriate to the nature of the Patient Information processed through the Application to protect such information against unauthorised access, loss, damage or disclosure.

The Customer acknowledges that the Customer remains responsible for security measures within its own environment, including the security of devices, networks, user credentials and access granted to Authorised Users.

5.8. Data Subject Requests

Where a patient or other data subject makes a request relating to Patient Information processed through the Application, the Customer remains responsible for dealing with the request as the party responsible for the relevant processing.

Where reasonably necessary, Submitt will provide reasonable assistance to the Customer in relation to such a request to the extent that the relevant information is held by Submitt and Submitt is legally permitted to provide such assistance.

5.9. Retention and Deletion

Patient Information will be retained in accordance with the applicable retention arrangements established for the Customer’s Account and as further described in the Privacy Policy.

The Customer remains responsible for determining its retention requirements and for ensuring that Patient Information is not retained for longer than permitted or required by applicable law.

Upon the written request of the Customer, or upon termination of the Customer’s Account, Patient Information may be deleted in accordance with Submitt’s applicable deletion and wind-down procedures, subject to any information which Submitt is required by law to retain.

5.10. Data Subject Rights Preserved

Nothing in these Terms limits, excludes or otherwise affects any right of access, correction, objection or other right conferred on a data subject by POPIA, or the manner in which any such right may be exercised.

5.11. No Sale of Patient Information

Submitt will not sell, rent or otherwise make Patient Information or Customer Data available to any third party for that third party’s own commercial purposes.

Nothing in this clause prevents the transmission of Customer Data to a recipient nominated by the Customer, or its processing by a service provider engaged by Submitt, in each case in accordance with these Terms and the Privacy Policy.

5.12. Personnel with Access to Patient Information

Submitt will maintain a record of those of its personnel to whom Patient Information is disclosed, and will make that record available to the Customer on written request.

Each such person is bound by a written undertaking of confidentiality in respect of Patient Information.

5.13. Disclosure Required by Law

Where Submitt is required by law, court order or a competent regulatory authority to disclose Patient Information, Submitt will, unless prohibited from doing so, give the Customer as much notice of the intended disclosure as is reasonably practicable and lawfully permitted, and will limit the disclosure to that which is legally required.

6. MEDICAL BUREAUX AND THIRD-PARTY SERVICES

6.1. Medical Bureaux

The Customer may use the Application to facilitate the preparation and transmission of claims and claims-related information to a medical billing bureau selected or authorised by the Customer.

The Customer remains solely responsible for its relationship with any medical billing bureau and for ensuring that the relevant bureau is appropriately authorised to receive, process and submit the Customer’s claims and Patient Information.

Submitt does not act as the Customer’s medical billing bureau and does not assume responsibility for the services, conduct or omissions of any medical billing bureau selected by the Customer.

6.2. Transmission to Medical Bureaux

The Customer authorises Submitt to transmit Customer Data, including Patient Information and claims-related information, to the medical billing bureau or other recipient designated by the Customer through the functionality made available by the Application.

The Customer is responsible for ensuring that the information transmitted is accurate, complete and lawfully capable of being disclosed to the relevant recipient.

Once information has been transmitted to a medical billing bureau or other third party at the Customer’s instruction, that recipient’s subsequent processing of the information is subject to the terms, policies and legal obligations applicable to that recipient.

6.3. Third-Party Services

The Application may rely on or integrate with third-party services, systems and infrastructure in order to provide particular functionality.

Such third-party services may include:

6.3.1. Amazon Web Services (“AWS”), including hosting and infrastructure services;

6.3.2. Amazon Textract, which is used to assist with the extraction of specified information from images submitted through the Application;

6.3.3. GoodX, where the applicable integration is enabled; and

6.3.4. other service providers, platforms, APIs or infrastructure providers used by Submitt from time to time.

6.4. Third-Party Availability

Submitt does not control third-party services and cannot guarantee their availability, performance, security, compatibility or continued provision.

A failure, interruption, modification, suspension or discontinuation of a third-party service may affect the availability or functionality of corresponding features within the Application.

To the extent reasonably practicable, Submitt will take reasonable steps to address material disruptions affecting the Services, but will not be responsible for failures attributable to a third-party provider to the extent that such failure is outside Submitt’s reasonable control.

6.5. Third-Party Terms

The Customer acknowledges that its use of certain third-party services may be subject to additional terms, conditions or policies imposed by the relevant third-party provider. The Customer is responsible for complying with any such terms to the extent that they apply directly to the Customer’s use of the relevant third-party service.

6.6. Third-Party Processing of Personal Information

Where a third-party service provider processes Patient Information or other Personal Information in connection with the Services, such processing will be subject to the applicable arrangements described in the Privacy Policy and the requirements of applicable data protection legislation.

The Customer acknowledges and authorises such processing to the extent reasonably necessary for the provision of the Services.

6.7. Bureau Authority and Warranty

6.7.1. Where a medical billing bureau or any other third party requests the creation, administration, suspension, reinstatement or cancellation of an Account on behalf of a medical practice, that bureau or third party warrants that it holds the practice’s authority to give the instruction concerned.

6.7.2. Submitt is entitled to accept and act upon such an instruction in reliance on that warranty, without further enquiry, and the bureau or third party indemnifies Submitt against any claim arising from an absence of the authority warranted. Before acting on an instruction to cancel, suspend or delete an Account or Customer Data, however, Submitt will take reasonable steps to confirm the instruction with the Customer’s registered contact. Where that contact does not respond within a reasonable period, Submitt may act on the instruction in reliance on the warranty in clause 6.7.1.

6.7.3. Payment of a subscription fee by a medical billing bureau or other third party does not make that party the account holder, and transfers to it no right, title or interest in the Account, the Customer Data or the Patient Information processed through the Account.

6.7.4. Submitt may require a medical billing bureau or other third party to conclude a Bureau Access Agreement with Submitt, in the form prescribed by Submitt from time to time. Where Submitt has done so, that party must conclude the agreement within the period reasonably specified by Submitt, and until it has done so Submitt may decline to act on any instruction from that party or suspend the access of its personnel to the Application.

7. SUBSCRIPTION AND FEES

7.1. Subscription

Access to the Application is provided on a subscription basis. The applicable subscription fee is the fee displayed or otherwise communicated to the Customer at the time of subscription.

Unless otherwise agreed in writing, the current subscription fee is R199.00 per practice per month. For this purpose a practice means a registered practice number, and a separate subscription fee is payable in respect of each registered practice number.

7.2. Recurring Subscription

The Customer’s subscription will continue on a month-to-month basis unless cancelled in accordance with these Terms.

Subscription fees are payable monthly in advance through the payment method made available by Submitt.

7.3. No Fixed-Term Commitment

The subscription does not constitute a fixed-term agreement. The Customer may cancel its subscription at any time, subject to payment of any subscription fees or other amounts accrued and properly due up to the effective date of cancellation.

7.4. Changes to Subscription Fees

Submitt reserves the right to amend its subscription fees from time to time.

Where Submitt increases the applicable subscription fee, the revised fee will apply from the date communicated to the Customer and, where applicable, will be reflected before the Customer’s next billing cycle.

7.5. Failed or Overdue Payments

If a subscription payment is unsuccessful or remains unpaid, Submitt may notify the Customer and provide a reasonable opportunity to remedy the non-payment.

Submitt may suspend access to the Application if an amount remains unpaid 14 (fourteen) days after such notice, and may terminate the Customer’s subscription if the amount remains unpaid 60 (sixty) days after the first failed or missed payment, in each case at Submitt’s election and without prejudice to any other rights Submitt may have.

7.6. Taxes and Charges

The Customer is responsible for any taxes, duties, bank charges or other amounts imposed on the Customer in connection with its subscription, except for taxes imposed on Submitt’s income.

7.7. Refunds

Unless otherwise required by law or expressly agreed by Submitt in writing, subscription fees paid for a billing period are non-refundable once that billing period has commenced.

8. INTELLECTUAL PROPERTY

8.1. Submitt Intellectual Property

All right, title and interest in and to the Application and the Services, including all intellectual property rights in the software, source code, object code, architecture, functionality, user interface, designs, databases, workflows, processes, documentation, trade marks, logos and other materials comprising or relating to the application, are and remain the property of Submitt Medical Accounts (Pty) Ltd or its licensors.

Except for the limited right to use the Application expressly granted under these Terms, nothing in these Terms transfers, assigns or grants to the Customer any ownership interest in or to Submitt’s intellectual property.

8.2. Licence to Use the Application

Subject to the Customer’s continued compliance with these Terms and payment of the applicable subscription fees, Submitt grants the Customer a limited, non-exclusive, non-transferable and revocable right to access and use the Application during the applicable subscription period for the Customer’s internal business purposes.

The Customer may permit its Authorised Users to exercise this right on its behalf, provided that the Customer remains responsible for their use of the Application.

8.3. Customer Data

The Customer retains all right, title and interest that it may have in and to Customer Data.

Nothing in these Terms transfers ownership of Customer Data or Patient Information to Submitt.

The Customer grants Submitt a limited, non-exclusive right and licence to host, store, reproduce, transmit and otherwise process Customer Data to the extent reasonably necessary to provide, maintain, secure, support and improve the Services and to perform Submitt’s obligations under these Terms.

8.4. Feedback

If the Customer or an Authorised User provides Submitt with suggestions, recommendations, comments or other feedback concerning the Application or Services, Submitt may use and incorporate such feedback into its products and services without restriction or obligation to the Customer, provided that Submitt does not disclose the Customer’s Confidential Information or Personal Information in doing so.

8.5. Restrictions

Except to the extent expressly permitted by these Terms or applicable law, the Customer must not:

8.5.1. copy, reproduce, modify, adapt or create derivative works of the Application;

8.5.2. reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or underlying structure of the Application;

8.5.3. reproduce or commercially exploit any part of the Application or Services other than through the permitted use contemplated by these Terms;

8.5.4. remove, obscure or alter any copyright, trade mark or other proprietary notices contained in or relating to the Application;

8.5.5. use the Application to develop, train, test or facilitate the development of a competing product or service;

8.5.6. access or use the Application for the purpose of copying or replicating its functionality, design or user interface; or

8.5.7. permit any unauthorised third party to access or use the Application.

Breach of this clause 8.5 attracts the penalty in clause 8.7.

8.6. Third-Party Intellectual Property

The Application may incorporate or interact with software, technology, services or other materials owned by third parties.

The rights in such third-party materials remain vested in their respective owners and are subject to any applicable third-party licence terms.

The Customer acquires no ownership rights in such third-party intellectual property by virtue of using the Application.

8.7. Penalty

8.7.1. The Customer acknowledges that a breach of clause 8.5 is likely to cause Submitt harm which is difficult to quantify, and that the penalty in clause 8.7.2 is a genuine pre-estimate of that harm and is reasonable in the circumstances.

8.7.2. As a penalty stipulation in terms of the Conventional Penalties Act 15 of 1962, the Customer shall on written demand pay Submitt an amount of R250,000.00 (two hundred and fifty thousand rand) in respect of each separate breach of clause 8.5, and where a breach is of a continuing nature, a further amount of R25,000.00 (twenty-five thousand rand) in respect of each month or part of a month during which the breach continues.

8.7.3. In accordance with section 2(1) of the Conventional Penalties Act 15 of 1962, Submitt may recover either the penalty or damages in respect of the same breach, but not both, and shall elect between them.

8.7.4. Payment of the penalty does not relieve the Customer of its obligation to cease the conduct constituting the breach, and does not affect Submitt’s right to obtain interdictory relief, to terminate the subscription under clause 14, or to pursue any other remedy available to it in law.

8.7.5. This clause survives termination of the Customer’s subscription.

9. CONFIDENTIALITY

Each party must keep confidential information received from the other party confidential and may use it only for purposes connected with the relationship between the parties.

The Customer must ensure that its Authorised Users, employees and contractors who have access to confidential information are subject to appropriate confidentiality obligations.

Confidentiality obligations relating to Patient Information and Personal Information continue after termination of the Customer’s subscription for so long as the information remains confidential or protected by law.

10. DATA SECURITY AND RETENTION

10.1. Security Measures

Submitt will implement and maintain reasonable technical and organisational measures appropriate to the nature of the Customer Data processed through the Application, including measures intended to protect Customer Data and Patient Information against unauthorised access, loss, destruction, damage, alteration or disclosure.

The Customer acknowledges that no electronic system, network or method of transmission can be guaranteed to be completely secure.

10.2. Customer Security Responsibilities

The Customer remains responsible for the security of its own devices, systems, networks and internet connections used to access the Application, as well as the security of its Account and user credentials.

The Customer must take reasonable measures to prevent unauthorised persons from accessing the Application or Customer Data through the Customer’s systems or Accounts.

10.3. Cloud Storage and Third-Party Infrastructure

Customer Data may be stored and processed using cloud-based infrastructure and third-party technology providers engaged by Submitt in connection with the Services. The Customer acknowledges that such infrastructure may include AWS and that certain processing may take place outside the Republic of South Africa, as more fully described in the Privacy Policy.

10.4. AI Services

The Customer acknowledges that certain images and information submitted through the Application may be processed using Amazon Textract for the purpose of extracting information required for the functionality of the Application.

The use of Amazon Textract and the applicable arrangements relating to the processing of information through AWS are further described in the Privacy Policy.

10.5. Retention of Customer Data

Customer Data, including uploaded documents, is retained for the duration of the Customer’s Account, on the standing instruction of the Customer. Submitt does not apply an automatic deletion period to Customer Data held on an active Account.

The Customer remains responsible for determining the retention period appropriate to its own legal, regulatory, professional and business requirements.

10.6. Deletion of Customer Data

Customer Data is deleted on the written request of the Customer, or following termination of the Account on expiry of the wind-down period referred to in clause 10.9.

Submitt’s internal processing artefacts, including system logs and temporary files, are retained only for a short operational period, as described in the Privacy Policy.

10.7. Backups and Recovery

Submitt may maintain backup and versioned copies of Customer Data for purposes of system recovery, security and business continuity.

The existence of backups does not constitute an independent right to indefinite retention of Customer Data.

Where Customer Data is deleted from the active Application in accordance with clause 10.6, corresponding backup or previous versions may remain temporarily available for recovery in accordance with Submitt’s backup and deletion procedures before being permanently purged.

10.8. Suspension

Suspension of an Account does not, by itself, result in the deletion of Customer Data. Customer Data associated with a suspended Account will remain subject to the applicable retention arrangements unless otherwise required by law or agreed between the parties.

10.9. Termination and Wind-Down

Following termination of the Customer’s Account, Submitt may retain Customer Data for a wind-down period of 30 (thirty) days to allow the Customer to request an export of its Customer Data.

Following expiry of the applicable wind-down and retention period, Customer Data may be permanently deleted in accordance with Submitt’s applicable deletion procedures, subject to any information which Submitt is required by law to retain.

10.10. Legal Retention

Nothing in these Terms requires Submitt to delete or otherwise dispose of information which it is required to retain by applicable law, a court or competent regulatory authority.

Any information retained pursuant to such obligation will remain subject to applicable confidentiality and data-protection obligations.

11. CUSTOMER DATA EXPORT AND TERMINATION

11.1. Customer’s Right to Export

Upon termination or cancellation of the Customer’s subscription, the Customer may request an export of its Customer Data from Submitt within the applicable wind-down period.

The export will, subject to the functionality and format made available by Submitt, comprise:

11.1.1. a folder containing the Customer’s uploaded images; and

11.1.2. a spreadsheet containing the Customer’s claims, including the patient details captured in connection with those claims, applicable codes, dates and claim references.

11.2. Excluded Information

The Customer Data export will not include Submitt’s internal system information, including AI processing data, system logs, internal metadata, proprietary system information or other information which does not constitute Customer Data.

11.3. Export Process

Data exports are not available through a self-service export function. An export must be requested by the Customer and will be manually prepared and made available by Submitt.

The Customer acknowledges that the preparation of an export may require reasonable processing time.

11.4. Export Fee

A Customer Data export is a chargeable service, charged at Submitt’s then-current published export rates. Submitt may invoice the Customer for the applicable export fee before preparing or releasing the export.

11.5. Termination and Wind-Down

Following cancellation or termination of the Customer’s subscription, Submitt may maintain the Customer’s Account and Customer Data for a wind-down period of 30 (thirty) days to allow the Customer to request an export.

The Customer remains responsible for any amounts properly due to Submitt during the applicable wind-down period.

11.6. Deletion Following Termination

Following expiry of the applicable wind-down period, and subject to any applicable retention period or legal obligation, Submitt may delete the Customer’s Customer Data in accordance with its data retention and deletion procedures.

Deletion may include Customer Data held in the active Application and, following the applicable backup retention period, corresponding backup or previous versions.

11.7. No Automatic Deletion on Suspension

Suspension of the Customer’s Account does not constitute termination and will not, by itself, result in deletion of Customer Data.

11.8. Customer’s Responsibility Following Export

The Customer remains responsible for ensuring that any Customer Data exported to it is stored, secured, retained and ultimately destroyed in accordance with its own legal, regulatory and professional obligations, including its obligations under POPIA.

11.9. Practice Closure, Retirement or Death of a Practitioner

11.9.1. The Customer acknowledges that its statutory, regulatory and professional record-keeping obligations survive the closure of its practice, the retirement or death of a practitioner, and the termination of its subscription, and that those obligations pass to the successor practice, the incorporated entity, or the executor of the deceased estate, as the case may be.

11.9.2. Submitt may accept instructions in respect of an Account, including a request for an export of Customer Data at Submitt’s then-current rates, from an executor, curator, trustee or authorised successor of the Customer, on receipt of reasonable proof of that person’s authority.

11.9.3. Where an Account becomes orphaned, meaning that subscription payments cease and Submitt’s reasonable attempts to contact the persons listed as the Account’s contacts are unsuccessful, the suspension, termination, export-offer and deletion provisions of clauses 10, 11 and 14 apply in the ordinary course.

11.9.4. The Customer, its successor practice or its estate remains at all times the legal custodian of the records of the practice. Submitt provides a storage and processing service only and does not at any time become the custodian or successor custodian of any patient record.

12. DISCLAIMER OF WARRANTIES

12.1. Provision of the Services

The Application and Services are provided on an “as available” basis. While Submitt will use reasonable endeavours to maintain the functionality and availability of the Application, Submitt does not warrant that the Application or Services will be uninterrupted, secure, error-free or available at all times.

12.2. Accuracy of Information

Submitt does not warrant that any information processed, generated, extracted or displayed through the Application will be accurate, complete or error-free.

In particular, the Customer acknowledges that information extracted from uploaded images through the Application’s AI-assisted functionality may contain errors or omissions and must be independently verified by the Customer before being relied upon.

12.3. Billing and Claims

The Application is intended to assist with the administrative preparation and management of medical claims and does not constitute professional medical, clinical, billing, accounting or legal advice.

Submitt does not warrant or guarantee that:

12.3.1. any particular billing code, ICD-10 code, material code, modifier or macro code is appropriate in the circumstances;

12.3.2. any claim prepared or processed through the Application is accurate, complete or professionally appropriate;

12.3.3. any claim will be accepted, processed or paid by a medical scheme or other third party;

12.3.4. any particular amount will be reimbursed or paid in respect of a claim; or

12.3.5. the Application will identify every error, omission or issue in a claim.

The Customer remains responsible for reviewing and approving all information and claims before they are submitted or transmitted to a medical billing bureau, medical scheme or other third party.

12.4. Third-Party Services

The Application may depend upon third-party services, systems, infrastructure and integrations, including AWS, Amazon Textract, GoodX and medical billing bureaux. Submitt does not warrant the availability, accuracy, performance, security or continued operation of any third-party service and is not responsible for any interruption, failure, modification or discontinuation of a third-party service to the extent that such event is outside Submitt’s reasonable control.

12.5. Customer Data

The Customer is responsible for ensuring that Customer Data submitted to or processed through the Application is accurate, complete, lawfully obtained and appropriate for the purposes for which it is processed.

Submitt does not warrant that the Application will detect or correct inaccuracies, omissions or inconsistencies in Customer Data.

12.6. No Professional Relationship

Nothing contained in the Application or Services constitutes medical, clinical, legal, accounting or other professional advice, and no professional relationship is created between Submitt and any patient by virtue of the Customer’s use of the Application.

The Customer and its relevant professional users remain solely responsible for exercising their own professional judgment.

12.7. Disclaimer of Implied Warranties

To the maximum extent permitted by applicable law, all warranties, representations, conditions or terms not expressly set out in these Terms, whether express, implied or statutory, are excluded.

Nothing in these Terms excludes or limits any warranty, representation, condition, right or remedy which cannot lawfully be excluded or limited.

12.8. Customer’s Acknowledgement

The Customer acknowledges that the Application is a technology and administrative tool intended to assist the Customer and its Authorised Users and is not a substitute for appropriate human verification, professional judgement, oversight or decision-making.

12.9. Code Libraries

Billing codes, ICD-10 codes, material codes, modifiers and macro codes made available through the Application are supplied for convenience only. Submitt does not warrant that any such code is current, complete, accurate or appropriate for a particular claim, patient or procedure.

The selection and application of codes and modifiers is the sole professional responsibility of the Customer and its Authorised Users, and Submitt is not liable for any loss arising from the use of an invalid, outdated or inappropriate code, material code or modifier.

13. LIMITATION OF LIABILITY

13.1. Exclusion of Certain Losses

To the maximum extent permitted by applicable law, Submitt will not be liable to the Customer or any third party for any indirect, consequential, special or incidental loss or damage arising out of or in connection with these Terms or the Customer’s access to or use of the Application, including any loss of profits, revenue, business, anticipated savings, goodwill, reputation or business opportunity.

13.2. Customer’s Use of the Application

Submitt will not be liable for any loss or damage arising from:

13.2.1. the Customer’s failure to verify information processed, generated or extracted through the Application;

13.2.2. errors, omissions or inaccuracies in Customer Data supplied by the Customer or its Authorised Users;

13.2.3. any claim, billing information or coding prepared, approved or submitted by the Customer or its Authorised Users;

13.2.4. the Customer’s failure to obtain any required consent, authorisation or lawful basis for processing Patient Information;

13.2.5. any unauthorised use of the Application resulting from the Customer’s failure to safeguard its Account or login credentials; or

13.2.6. any act or omission of the Customer, its Authorised Users, medical billing bureau or other third party.

13.3. Third-Party Services

Submitt will not be liable for any loss or damage arising from the failure, interruption, unavailability, modification or discontinuation of any third-party service, system, infrastructure or integration used in connection with the Application, including AWS, Amazon Textract, GoodX, telecommunications services or a medical billing bureau, except to the extent that such loss or damage is directly caused by Submitt’s own breach of these Terms.

13.4. Liability Cap

Subject to clauses 13.5 and 13.6, Submitt’s total aggregate liability arising out of or in connection with these Terms, whether in contract, delict or otherwise, will not exceed the total subscription fees actually paid by the Customer to Submitt during the 12 months immediately preceding the event giving rise to the claim.

13.5. Exclusions Required by Law

Nothing in these Terms excludes or limits any liability, right or remedy to the extent that such exclusion or limitation is prohibited by applicable law.

13.6. Fraud, Wilful Misconduct and Gross Negligence

Nothing in these Terms will operate to exclude or limit Submitt’s liability to the extent arising from fraud, wilful misconduct or gross negligence, to the extent that such liability cannot lawfully be excluded or limited.

13.7. Customer’s Responsibility

The Customer acknowledges that it uses the Application as an administrative tool and remains responsible for exercising appropriate professional judgement, verifying information and reviewing claims before submission.

The limitations and exclusions in this clause apply to the maximum extent permitted by law and are intended to allocate responsibility between the parties having regard to the nature of the Services.

13.8. Customer Indemnity

The Customer indemnifies Submitt and holds Submitt harmless against any claim, demand, action, proceeding, liability, loss, damage, penalty, administrative fine, cost or expense (including legal costs on an attorney-and-own-client scale) suffered or incurred by Submitt and arising out of or in connection with:

13.8.1. any claim, code, modifier or billing information prepared, reviewed, approved, transmitted or submitted by the Customer or an Authorised User;

13.8.2. the Customer’s failure to review or verify information extracted through the Application’s AI-assisted functionality before relying on it;

13.8.3. the Customer’s failure to obtain any consent, authorisation or other lawful basis required for the processing of Patient Information, or to provide any notice required under POPIA;

13.8.4. any access to the Application or to Customer Data granted or permitted by the Customer, or which the Customer failed to prevent, including access by an Authorised User, a medical billing bureau, or any person using the Customer’s Account credentials;

13.8.5. any breach by the Customer or an Authorised User of these Terms, of any applicable law, or of any professional or ethical rule applicable to the Customer; and

13.8.6. any claim by a patient, medical scheme, medical billing bureau, or any regulatory or professional body arising from the Customer’s use of the Application.

The limitation of liability in clause 13.4 does not apply to the Customer’s obligations under this clause 13.8. This indemnity does not extend to loss or damage to the extent directly caused by Submitt’s own fraud, wilful misconduct or gross negligence, and survives termination of the Customer’s subscription.

13.9. Consumer Protection Act

13.9.1. The Customer acknowledges that the Application is supplied for use in the Customer’s practice or business and not for private or domestic purposes.

13.9.2. The Consumer Protection Act 68 of 2008 (“CPA”) does not apply to a transaction in terms of which the Customer is a juristic person whose asset value or annual turnover, at the time of the transaction, equals or exceeds the threshold determined by the Minister in terms of section 6 of the CPA.

13.9.3. Where the CPA applies to the Customer, nothing in these Terms is intended to, or does, exclude, limit or waive any right or remedy conferred on the Customer by the CPA which cannot lawfully be excluded, limited or waived, and these Terms must be read as subject to those rights.

13.9.4. The Customer’s attention is specifically drawn, in terms of section 49 of the CPA, to those provisions of these Terms which limit or exclude Submitt’s liability, which require the Customer to assume a risk, or which impose an obligation on the Customer to indemnify Submitt, being clauses 3.6, 12, 13.1 to 13.4 and 13.8. The Customer acknowledges that it has been given an adequate opportunity to read and consider those provisions and that it understands their effect.

14. SUSPENSION AND TERMINATION BY SUBMITT

14.1. Suspension of Access

Submitt may suspend or restrict the Customer’s or an Authorised User’s access to the Application where reasonably necessary:

14.1.1. to protect the security, integrity or availability of the Application or any underlying system;

14.1.2. to prevent unauthorised access to or use of the Application;

14.1.3. where the Customer or an Authorised User has materially breached these Terms;

14.1.4. where the Customer has failed to pay any amount properly due to Submitt after receiving notice of the outstanding amount, in accordance with clause 7.5;

14.1.5. where the Customer or an Authorised User uses the Application in an unlawful, fraudulent or materially abusive manner;

14.1.6. where continued access to the Application presents a material risk to Submitt, another customer, a data subject or any third party; or

14.1.7. where suspension is required by law, a court or other competent authority.

14.2. Notice of Suspension

Where reasonably practicable, Submitt will notify the Customer before suspending access and will, where appropriate, provide the Customer with a reasonable opportunity to remedy the circumstances giving rise to the suspension.

Submitt may, however, suspend access immediately where reasonably necessary to address a security incident, prevent unlawful or unauthorised access, protect Personal Information or comply with a legal or regulatory requirement.

14.3. Effect of Suspension

Suspension of an Account does not constitute termination of the Customer’s subscription unless Submitt expressly terminates the subscription in accordance with these Terms.

Suspension will not, by itself, result in the deletion of Customer Data. The Customer remains responsible for all amounts properly due during any period of suspension, except to the extent that the suspension results from Submitt’s own material breach of these Terms.

14.4. Termination for Material Breach

Submitt may terminate the Customer’s subscription if the Customer materially breaches these Terms and fails to remedy the breach within a reasonable period after receiving written notice requiring it to do so.

14.5. Immediate Termination

Submitt may terminate the Customer’s subscription with immediate effect where:

14.5.1. continued provision of the Services would be unlawful;

14.5.2. the Customer engages in fraudulent or materially unlawful conduct through the Application;

14.5.3. the Customer’s use of the Application creates a material and immediate security or privacy risk which cannot reasonably be addressed through suspension or other measures; or

14.5.4. Submitt is required to terminate the Services by law, a court or other competent authority.

14.6. Termination for Operational Reasons

Submitt may discontinue the Application or materially discontinue the Services by providing reasonable notice to affected Customers, where reasonably practicable.

Where Submitt permanently discontinues the Services, Submitt will make reasonable provision for the Customer to obtain an export of its Customer Data in accordance with clause 11.

14.7. Customer Cancellation

Nothing in this clause limits the Customer’s right to cancel its subscription at any time in accordance with clause 7.

14.8. Consequences of Termination

Upon termination of the Customer’s subscription:

14.8.1. the Customer’s right to access and use the Application will cease;

14.8.2. the Customer must cease permitting its Authorised Users to access the Application;

14.8.3. the Customer may request an export of its Customer Data in accordance with clause 11; and

14.8.4. Customer Data may thereafter be retained and deleted in accordance with clause 10 and clause 11 and the Privacy Policy.

Termination will not affect any rights or obligations which accrued before the effective date of termination.

15. CHANGES TO THESE TERMS

Submitt may amend these Terms from time to time to reflect changes to the Services, applicable law, technology, security requirements or Submitt’s business arrangements.

Where a revised version is issued, the Customer may be required to accept the revised Terms before continuing to use the Application.

The version of the Terms accepted by the Customer, together with the date and time of acceptance, will be recorded against the Customer’s Account.

Where a material amendment requires affirmative acceptance, failure to accept the revised Terms may result in suspension of access until acceptance has been recorded.

16. BREACH

If either party materially breaches these Terms and fails to remedy the breach within a reasonable period after receiving written notice requiring it to do so, the innocent party may exercise any rights and remedies available to it in terms of these Terms and applicable law.

Nothing prevents a party from taking immediate action where reasonably necessary to protect Personal Information, confidential information, the security of its systems or the rights of third parties.

17. FORCE MAJEURE

Neither party will be liable for any delay or failure to perform an obligation caused by circumstances beyond its reasonable control, including telecommunications or internet failures, hosting failures, interruptions to third-party services, electricity failures, natural disasters, civil unrest, strikes, governmental action or other events beyond the affected party’s reasonable control.

18. GENERAL

18.1. Entire agreement

These Terms and the Privacy Policy constitute the agreement between Submitt and the Customer concerning the Customer’s use of the Application, together with any specific written terms expressly agreed between the parties.

18.2. Severability

If any provision is held to be invalid or unenforceable, that provision will be severed or limited to the extent necessary and the remaining provisions will continue in force.

18.3. No waiver

A failure or delay by either party to exercise a right does not constitute a waiver of that right.

18.4. Assignment

The Customer may not assign or transfer its rights or obligations under these Terms without Submitt’s prior written consent.

Submitt may assign these Terms as part of a sale, restructuring, merger or transfer of its business or the relevant Services.

18.5. Independent parties

Nothing in these Terms creates a partnership, joint venture, employment, agency or fiduciary relationship between the parties.

18.6. Governing law

These Terms are governed by the laws of the Republic of South Africa.

18.7. Jurisdiction

The parties submit to the jurisdiction of the South African courts having jurisdiction in respect of any dispute arising from or relating to these Terms.

18.8. Attribution

Submitt.App is a product of Submitt Medical Accounts (Pty) Ltd, Reg. No. 2013/008088/07.

19. CONTACT DETAILS

Submitt Medical Accounts (Pty) Ltd
Registration Number: 2013/008088/07
Address: Mooikloof Office Park, West Block, Block 7, Cnr Atterbury Road and Jollify Main Road, Mooikloof, Pretoria, 0081.
Email: info@submitt.app
Telephone: 012-3441370

ACCEPTANCE

By clicking “I Accept”, “I Agree” or any equivalent electronic acceptance mechanism, the Customer acknowledges that such electronic acceptance constitutes a legally binding expression of its intention to be bound by these Terms and constitutes an electronic signature for purposes of the Electronic Communications and Transactions Act 25 of 2002 (“ECTA”), with the same legal effect as a written signature to the extent permitted by applicable law.

By clicking “I Agree”, creating an Account or accessing or using Submitt.App, you confirm that:

1. you have read and understood these Terms;

2. you agree to be legally bound by them;

3. you are authorised to accept them on behalf of the Customer, where applicable; and

4. you have read the Submitt POPIA Privacy Policy.