Service Level Agreement

1. Subscription

1.1 This agreement governs your use of the EMG Digital Marketing Solution (EMG-DMS). EMG-DMS supports pharmaceutical product education and awareness for healthcare professionals in South Africa via the EMGuidance digital platform.

1.2 EMG-DMS consists of several modules, including ‘EMG Product Listing’, ‘EMG Motivation Assistance’, ‘EMG News Campaign’, ‘EMG CPD Solution’, EMG Smart Dosage Tool, EMG Patient Education Module, EMG Learn Area, EMG Product Launch and ‘EMG Insights Platform. You may subscribe to any of the modules at any time during this agreement.

1.3 Your use of each EMG-DMS module is subject to the provisions of this agreement and any module-specific terms, which are given notice of before submitting your order.

2. Subscription period

2.1 Whereas the effective date of this agreement is the date of mutual signature, your subscription to EMG-DMS will be activated on the 1st day of the second month following receipt of a valid purchase order, to allow sufficient time for onboarding of client material and sign-off by the client, and will continue for an initial fixed period of 12 months thereafter (‘’Initial Period’’). For the avoidance of doubt, if for example the purchase order is received on the 15th of June, the 12 months subscription period will start on the 1st of August and will continue until the 31st July of the following year.

2.2 During the Initial Period, neither party may terminate this agreement unless the other party has committed a material breach of its obligations under this agreement and has failed to remedy that breach within 7 (seven) days after receiving written notice by the other for it to do so.

2.3 At the end of the Initial Period, your subscription will automatically be renewed for further successive periods of 12 months each, unless you give us notice to terminate your subscription at least 60 days before the end of the current 12 month period.

3. Activation and implementation

3.1 Your subscription to any of the EMG-DMS modules will only be activated after receipt of a valid purchase order. If no valid purchase orders are received within 30 days after signature of this agreement, EMG reserves the right to terminate this agreement.

3.2 Once a purchase order has been submitted and accepted, you must give us the relevant product and company-related content that you want us to publish on the EMGuidance platform (‘’Client Content’’).

3.3 Once Client Content has been submitted to us, we will then digitize, format, integrate and prepare that Client Content for publication in the EMGuidance platform .

3.4 All digitized Client Content will be sent to you to conduct your own internal regulatory checks, and once you have signed off that Client Content, we will publish it on the live EMGuidance platform.

3.5 You shall ensure that any Client Content and related data given to us is accurate, complete, relevant, and updated, and compliant with all applicable laws and regulations. EMG will not be required to verify any Client Content submitted to us and you hereby indemnify us against any claims or losses arising from any Client Content not satisfying the requirements of this clause or any applicable laws.

3.6 We may request certain changes to be made to any Client Content for the efficient operation and use of the EMGuidance platform or to comply with any applicable laws or regulations.

3.7 The publication of Client Content is limited geographically to South Africa and the EMGuidance platform and all its published data is only made available to healthcare professionals in South Africa, including medical doctors, pharmacists, nurses and any other allied medical professional registered with an official regulatory body in South Africa.

4. Hosting, regulation, and usage policies

4.1 EMG uses reputable third party hosting services (currently Amazon Web Services) to host the EMG database and other data used by EMG in connection with the EMGuidance platform.

4.2 EMG adheres to the Marketing Code Authority (MCA) standards of operating for the presentation of pharmaceutical company information to healthcare professionals.

4.3 The specific operational rules and policies governing the use of the EMG-DMS can be found at the following URL https://info.emguidance.com/operating-policy. These rules and policies are incorporated by reference into this agreement and are binding on you. EMG reserves the right to adjust and change its own policies at any time, provided due notice is given to you of any changes made.

4.4 EMG may remove any Client Content from the EMG database and/or mobile application and/or suspend your subscription where it deems it necessary, either to comply with any takedown notice or similar regulatory request, or as a result of any breach by you of any provision of this agreement, or any of EMG’s internal rules or policies, or any contravention or alleged contravention of any applicable laws or regulations. We will notify you before taking any such action to allow you a reasonable opportunity to respond to the relevant takedown notice or regulatory request, or to remedy your breach or contravention.

4.5 Upon termination of this agreement for any reason, EMG will retain copies of all Client Content submitted to us for a period of 1 (one) month, after which it will be deleted from our information systems.

4.6 You acknowledge that you will always remain responsible during this agreement for retaining backup copies of any Client Content given to us for publication and that we owe no duty to backup any Client Content otherwise than in terms of our normal backup procedures. EMG will not be held responsible or liable under any circumstances for any loss of Client Content or related data.

5. Subscription fees and payment

5.1 The subscription fees due for your use of the various modules of the EMG-DMS are recorded in Annexure A.

5.2 You may elect to participate in additional new modules at a later stage within the duration of this agreement. Subscription fees for new modules will be based on the EMG-DMS standard rates at the time of placing of the respective order by the client.

5.3 The agreement to initiate new modules at a later stage, will be based on written acceptance of a quotation by the client. Subscription periods for new modules will be as described above in 2.1, that is they will be activated on the 1st day of the second month after receipt of a valid purchase order for the new module.

5.4 The use of all EMG-DMS modules, taken up by the client at any time within the duration of this agreement are governed by this agreement.

5.5 Subject to clause 5.3, the modules in the EMG-DMS will be subject to a formal annual price review: We will give you notice of any revised subscription fees for the following 12 month subscription period at least 90 days before the end of the current subscription period. If you do not accept the revised pricing, you must notify us accordingly and your subscription to the relevant modules will be terminated at the end of the initial period of the contract.

5.6 If no formal pricing review is undertaken in terms of clause 5.2, all subscription fees charged in terms of this agreement will still be subject to an annual escalation of 5%, which will be effective from the 1st of January each year, unless otherwise agreed in the relevant quotation.

5.7 Should you elect to pay monthly, we will issue our first invoice once the subscription is activated, that is on the 1st day of the second month following receipt of a valid purchase order, as described in 2.1 above. Further invoices will then be issued on the 1st business day of each succeeding month.

5.8 Should you elect to pay the annual subscription fee upfront, our invoice will be sent upon receipt of a valid purchase order.

5.9 All amounts due must be paid within 30 days from the date of invoice into EMG’s designated bank account.

5.10 If any amount due for a particular month has not been paid by the 15th business day of the following month, we reserve the right to remove your Client Content from the EMGuidance platform until payment has been received in full.

5.11 Hosting of client videos are not accounted for in the standard subscription fees and will be quoted and billed for separately.

6. Intellectual Property ownership and licences

6.1 You own and shall retain ownership of all intellectual property rights in and to any Client Content submitted for publication. Subject to the terms of this Agreement, you hereby grant to EMG a non-exclusive, worldwide, royalty-free licence and right to use, copy, publish, transmit, from your Client Content solely for the purpose of performing its obligations under this agreement.

6.2 We own and retain ownership of all intellectual property rights in and to the EMGuidance platform and EMG-DMS modules, including all software, code, designs, user interfaces, databases, data, trade secrets, know-how, trademarks, domain names and corresponding web pages, and all content, other than Client Content, which is published in the EMGuidance platform or used with the EMG-DMS.

7. Limitations of liability

7.1 The EMGuidance platform, EMG-DMS and all related modules, components, content (other than Client Content) and related services and products supplied by EMG in terms of or pursuant to this agreement are provided "as is" and EMG expressly disclaims any and all warranties of any kind or nature, whether express, implied or statutory, including without limitation the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose. In particular, EMG does not warrant that the EMGuidance platform and/or EMG-DMS will always be available, uninterrupted and error free.

7.2 EMG shall not be liable for any delays, interruptions, service failures and other problems inherent in the use of the internet or other electronic communications networks or other systems outside its reasonable control.

7.3 Neither party shall be liable to the other for any special damages or pure economic losses, which shall include loss of profits, business, revenue, goodwill or anticipated savings, whether in contract or delict, however caused and even if foreseeable by the other party.

7.4 EMG’s entire liability under this agreement shall not exceed the amounts actually paid by the Client to EMG under this agreement during the 12 (twelve) month period prior to the date the claim arose, or any part thereof if a full 12 (twelve) months on the agreement has not run at the date the claim arose.

8. Protection of Personal Information Act (POPIA)

8.1 Should personal information (as defined in POPIA) be processed by EMG in the course of performing the Services, EMG shall only process such personal information in accordance with the Client’s specific written instructions and, where applicable, in accordance with the requirements of POPIA.

8.2 The Client warrants that it has valid consent from the relevant data subjects to process their personal information or that it is otherwise permitted to do so in accordance with POPIA. The Client indemnifies EMG against any losses, liabilities, fines, penalties, expenses or costs (including reasonable legal costs) arising from or relating to: A) Any claims made by a data subject regarding the actual or alleged infringement of their rights under POPIA or any other applicable law, and/or B) Any enforcement proceedings or remedial action instituted by the Information Regulator against EMG relating to thE processing of personal information carried out by EMG on the Client’s instructions.

8.3 EMG does publish or transmit aggregated data as part of its services. However such aggregated data does not and shall never contain any personal information.

9. General legal provisions​​​​​​​

9.1 The agreement constitutes the entire agreement between the parties relating to its subject matter, and supersedes all other oral or written representations, understandings or agreements.

9.2 No amendment, variation or consensual cancellation of this agreement, including an amendment to this clause, and no settlement of any disputes arising under this agreement, shall be binding unless recorded in writing by the parties.

9.3 If any provision or undertaking in this agreement is or becomes illegal, invalid or unenforceable, such provision shall be divisible and be regarded as pro non scripto, the remainder of this agreement to be regarded as valid and binding.

9.4 No extension of time or waiver or relaxation of any of the provisions of this agreement shall operate as an estoppel against any party in respect of its rights under this agreement, nor shall it operate to preclude such party from exercising its rights strictly in accordance with this agreement.

9.5 Neither party may assign, cede, or otherwise transfer the benefit or burden of all or any part of this agreement without the written consent of the other party, which consent shall not be unreasonably delayed or withheld.

9.6 This agreement will be governed by and construed in accordance with the applicable laws of South Africa, without giving effect to its principles relating to conflicts of laws.

9.7 The persons signing this agreement on behalf of each party warrants that they are duly authorised to sign for and on behalf of that party.

9.8 Any disputes arising from or in connection with this agreement (including any dispute as to the validity, existence, enforceability, interpretation, application, implementation, breach, termination or cancellation of this agreement or as to the parties' rights and/or obligations in terms of this agreement) will be finally resolved in accordance with the expedited rules of the Arbitration Foundation of Southern Africa (or its successor in title) ("AFSA") by an arbitrator agreed to in writing by the parties or, failing such agreement within 7(seven) days after it is requested by any party, appointed by AFSA. Arbitrations will be held in Johannesburg.