Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you and Strongreed Technology Limited, a company duly incorporated under the laws of the Federal Republic of Nigeria, with its registered office in Victoria Island, Lagos, Nigeria ("Strongreed", "Company", "we", "us" or "our"), governing your access to and use of KwickPharm, a pharmacy management, retail, wholesale and healthcare-collaboration platform operated on the Strongreed PaaS (as defined below), together with all related applications, dashboards, APIs, websites, point-of-sale software, and services (collectively, the "Service").

By creating an account, accessing, browsing, downloading, installing or otherwise using the Service in any capacity — whether as a subscribing pharmacy, pharmacy staff member, retail or institutional customer, wholesale buyer, clinic, prescriber, or any other user — you confirm that you have read, understood and agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference. If you are accepting these Terms on behalf of a business, institution or other legal entity, you represent that you have the authority to bind that entity, in which case "you" refers to that entity.

If you do not agree to these Terms in their entirety, you must not register for, access or use the Service in any manner. Continued use of the Service after notice of amended Terms constitutes acceptance of those amendments.

• "Strongreed Group" / "Affiliates": Strongreed Technology Limited and any parent, subsidiary, affiliated or commonly-controlled entity, including without limitation the entities operating EazyMed, FastKlinik, KwickLab and Strongreed Books.
• "KwickPharm": The pharmacy management, point-of-sale, inventory, retail, wholesale and healthcare-collaboration software product described in these Terms.
• "Strongreed PaaS": The shared platform-as-a-service infrastructure on which KwickPharm and other Strongreed Group products are built and interoperate.
• "Pharmacy" / "Subscriber": A licensed pharmacy business, and its authorised staff, that registers for and operates a KwickPharm account as the primary paying subscriber.
• "Retail User" / "Patient": An individual end-user who purchases medication or healthcare products from a Pharmacy, including via the EazyMed patient application.
• "Wholesale Buyer": A customer — individual, clinic, hospital, corporate or institutional — who purchases goods from a Pharmacy at a wholesale price, howsoever that channel is selected at the point of sale.
• "Controlled Medicine": Any product classified under the Service as Prescription-Only (POM), Narcotics-Controlled, Psychotropic-Controlled, Nationally-Controlled or Precursor-Controlled, consistent with NAFDAC dispensing classifications.
• "Healthcare Intelligence System" / "KHI": A planned automated fraud-verification, medication-safety, interaction, and longitudinal-monitoring scoring layer, described prospectively in Section 10, which is not generally available as of the Effective Date and will be introduced in phases as it is built and released.
• "Poison Book": The statutory controlled-substance dispensing register a Pharmacy is required to maintain under the National Health Act 2014, NAFDAC regulations and applicable NDLEA rules, whether maintained manually, in a dedicated Service module as and when released, or by another lawful means.
• "Content": Any data, text, images, documents, prescriptions or other material uploaded, submitted, generated or transmitted through the Service.
• "NDPR": The Nigeria Data Protection Regulation 2019, the Nigeria Data Protection Act 2023, and any successor or implementing data protection legislation.
• "Licensing Fee": A one-off, non-recurring fee charged on first conversion from a free trial to a paid subscription plan, as described in Section 6. For the avoidance of doubt, the Licensing Fee is not an implementation fee, a services fee, or a fee for any bespoke configuration, onboarding or migration work; it is a condition of licensing the Service at a paid tier and is charged irrespective of the scope of any onboarding assistance actually provided.
• "Starter Plan" / "Starter": KwickPharm’s free-of-charge subscription tier, comprising a limited set of modules and features as published by Strongreed from time to time, with no Licensing Fee, subscription fee or minimum commitment.
• "Billing Period": The recurring interval for which a Pharmacy is billed a subscription or plan fee in advance (monthly, quarterly or annual, as selected or agreed), as distinct from the calendar month used to compute and invoice Overage Charges under Section 6.3, which runs independently of a Pharmacy’s Billing Period.
• "Overage Charges": Metered usage fees charged in arrears for consumption in excess of a subscription plan’s included allowances, as described in Section 6.3.
• "EazyMed Settlement": The periodic payment made to a Pharmacy in respect of orders fulfilled by that Pharmacy through the EazyMed platform, net of the EazyMed Order Processing Fee and any offset applied under Section 6.4(C).
• "EazyMed Order Processing Fee": The transaction-processing fee charged on each order settled to a Pharmacy through EazyMed, which is a separate Strongreed Group revenue line, distinct from and unrelated to any amount a Pharmacy owes Strongreed under Section 6.

KwickPharm is one of several vertical products operated by, or on behalf of, the Strongreed Group on the shared Strongreed PaaS, alongside EazyMed (the patient-facing marketplace and health application), FastKlinik (electronic medical records for clinics and hospitals), KwickLab (laboratory services integration) and Strongreed Books (a bookkeeping and accounting service, which also makes embedded finance, credit decisioning and lending orchestration available to providers, whether or not they subscribe to its bookkeeping functionality). These products are designed to interoperate so that a single transaction — for example, a prescription issued on FastKlinik, dispensed through KwickPharm and paid for via EazyMed — may necessarily involve the processing of your data by, and the provision of services through, more than one member of the Strongreed Group.

You acknowledge and agree that your use of KwickPharm may require interaction with, and disclosure of data to, other members of the Strongreed Group and their respective service providers, strictly as necessary to deliver the Service, and that each such Affiliate may act as an independent data controller or joint controller in respect of its own product in accordance with the Privacy Policy.

Nothing in this Section creates an agency, partnership, joint venture or employment relationship between Strongreed and any Pharmacy, Retail User, Wholesale Buyer or other third party, and no Affiliate shall be liable for the acts or omissions of another Affiliate except as expressly stated in these Terms.

KwickPharm is a vertical, multi-tenant Software-as-a-Service platform for pharmacy operations, comprising, without limitation: point-of-sale and retail checkout; inventory and stock management including packaging-unit (UOM) conversion; purchasing, supplier management and goods-received processing; wholesale and bulk-purchase transactions; multi-branch stock transfer; customer, credit and accounts-receivable management; returns and refunds; HMO/insurance billing integration; PharmaCare patient-medication management; collaboration workflows with FastKlinik-registered clinics; e-prescription receipt and fulfilment; and reporting and analytics.

The Service is under continuous development, and certain capabilities described in these Terms, including the Healthcare Intelligence System (Section 10) and a dedicated digital Poison Book register (Section 8), are planned or partially available capabilities that will be introduced, expanded or refined over time. These Terms govern such capabilities prospectively, on the basis that they apply automatically from the date a capability is made available to you, without requiring further amendment of these Terms; nothing in this Section 4 represents that any specific capability is available as of the Effective Date.

The specific modules, features and billing features available to a given Pharmacy depend on its subscription tier and the billing features it has purchased (see Section 6). A Pharmacy may be shown marketing or informational content describing a module, feature or billing feature it has not purchased or that is not yet generally released; such content is provided for awareness only and does not grant access to, or constitute a representation of the current availability of, that module, feature or billing feature. A feature that has not been purchased, or that has not yet been released, is simply absent from or inactive within that Pharmacy’s interface, and its absence does not constitute a defect in the Service.

KwickPharm is a vertical SaaS product delivered on the Strongreed PaaS, not an open, general-purpose API platform. Access to underlying platform services is provided solely through the KwickPharm application and any officially published integration we make available, and is subject to these Terms.

We reserve the right, at our sole discretion and at any time, to modify, suspend, discontinue, or restrict access to the Service or any part, module or billing feature of it, with or without notice, including for maintenance, security, regulatory compliance, or commercial reasons, subject to Section 20.

5.1 Pharmacy Subscribers

A Pharmacy registering for KwickPharm warrants that it is a validly licensed pharmaceutical premises under the laws of Nigeria, holds a current and valid Pharmacists Council of Nigeria (PCN) premises licence and any applicable NAFDAC authorisation, and that all staff accounts it creates for dispensing, controlled-drug handling or clinical functions are held by individuals who are, where professionally required, duly licensed and in good standing. A Pharmacy is solely responsible for the accuracy of licensing information it provides and for promptly updating it upon any change, suspension or revocation.

5.2 Retail Users and Patients

Individuals using KwickPharm-connected services as patients, including via EazyMed, must be at least 18 years of age or using the Service under the supervision of a parent or legal guardian who accepts these Terms on their behalf. By placing an order, you represent that the identity, contact and payment information you provide is accurate and that you are lawfully entitled to purchase the products ordered.

5.3 Wholesale Buyers and Institutional Accounts

A Wholesale Buyer may be an individual, clinic, hospital or corporate entity. Nothing in these Terms restricts eligibility to purchase at a wholesale or retail price based on customer category; price channel is determined at the point of sale by the Pharmacy’s staff in accordance with its own commercial policy, and the Pharmacy — not Strongreed — is solely responsible for that determination and its compliance with applicable competition, consumer protection and sectoral pricing rules.

5.4 Identity, Licence and KYC Verification

We may require you to provide, and to permit verification of, identity documentation, including a National Identification Number (NIN), professional licence or folio number (for pharmacists under PCN or doctors under the Medical and Dental Council of Nigeria, "MDCN"), institutional registration details, or other "Know-Your-Customer" information, particularly in connection with controlled-medicine transactions, wholesale purchases, credit facilities, or e-prescription approval. You consent to such verification being performed by us, by an Affiliate, or by a third-party verification provider on our behalf, and acknowledge that a verification fee may apply where disclosed to you at the time.

Providing false, incomplete or fraudulent registration, licensing, identity or prescription information is a material breach of these Terms and may expose you to civil liability, criminal sanction under Nigerian law (including the National Health Act 2014 and NAFDAC/NDLEA regulations), and immediate termination of your account.

KwickPharm is offered under tiered subscription plans, including the free Starter Plan, paid plans billed monthly, quarterly or annually, and enterprise plans, together with discrete, independently priced billing features (including, without limitation, Wholesale & Bulk Purchase, Branch Pricing, Stock Transfer and Returns & Refunds). Each billing feature is sold, activated and billed independently; holding one billing feature does not entitle a Pharmacy to any other, and the Starter Plan never carries functionality reserved for a paid tier or billing feature.

Fees are as set out in the applicable order form, in-app checkout flow, or commercial agreement between you and Strongreed, and are exclusive of applicable taxes (including Value Added Tax) unless stated otherwise. Fees are non-refundable except as expressly provided in these Terms or as required by applicable law. We may change subscription or billing-feature pricing prospectively on no less than thirty (30) days’ notice; continued use after the effective date of a price change constitutes acceptance of the new pricing.

Where a billing feature is deactivated or downgraded, records created while that feature was active (including completed wholesale sales, branch-priced sales, stock transfers, and returns) remain visible and are honoured at the terms recorded at the time of the original transaction, but the ability to create new records under that feature ceases immediately, in accordance with the "absent, not disabled" principle applied throughout the Service.

6.1 Licensing Fee

Where a paid plan is subject to a Licensing Fee, that fee is charged once, on conversion from a free trial (or from the Starter Plan) to a paid plan, and is in addition to, and billed separately from, the subscription fee for the plan selected. The Licensing Fee is earned in full on conversion and is non-refundable, including where a Pharmacy subsequently downgrades, cancels or is suspended for non-payment, except as required by applicable law. A Pharmacy that later re-subscribes to a paid plan after downgrading to Starter, cancelling, or being suspended, is charged the Licensing Fee again on that later conversion, as a new licensing event, unless Strongreed expressly waives it.

6.2 Billing Cycles; No Refund for a Mid-Period Exit

A Pharmacy on a quarterly or annual plan is invoiced, and pays, the full subscription fee for that quarter or year in advance. Subject to this Section 6.2, that fee is earned by Strongreed in full upon the start of the Billing Period to which it relates.

1. A downgrade to a lower-priced paid plan, or a move to the Starter Plan, requested by a Pharmacy during a quarterly or annual Billing Period takes effect only at the end of the then-current paid period. Until that date, the Pharmacy retains its existing plan, features and billing feature entitlements, and continues to be invoiced on the existing basis. No part of the fee already paid for the then-current period is credited, refunded or applied against any other charge on account of the downgrade or move taking effect early.
2. A Pharmacy that stops paying, or whose payment method fails, during a quarterly or annual Billing Period remains liable for the subscription fee for the entire quarter or year then in progress, not merely the portion of it that has elapsed. Non-payment does not reduce or extinguish the amount owed for that period; it instead triggers the grace period and suspension mechanism described in Section 6.4, without prejudice to Strongreed’s right to pursue the unpaid amount as a debt.
3. Where a Pharmacy later settles an outstanding balance that arose from non-payment during a quarterly or annual period (including an amount recorded as a frozen or outstanding debt under Section 6.4), that settlement restores the Pharmacy’s paid-tier access prospectively, from the date of settlement, for whatever plan and Billing Period the payment actually covers. Settlement does not revive, extend or back-date the original quarter or year that lapsed into non-payment, does not entitle the Pharmacy to any credit, refund or service days for the period during which the account was suspended or downgraded, and does not restore the original Billing Period’s renewal date.

No refund, credit or pro-rata reimbursement is given for the unused remainder of a quarterly or annual Billing Period, whether the period ends through a voluntary downgrade, a voluntary move to Starter, voluntary cancellation, or suspension for non-payment, except where applicable Nigerian law requires otherwise.

6.3 Metered Overage Charges

Overage Charges are metered and invoiced monthly in arrears, on every calendar month of a Pharmacy’s subscription, regardless of whether the Pharmacy’s Billing Period for its underlying plan fee is monthly, quarterly or annual. Overage Charges are never collected upfront, bundled into, or treated as prepaid by, the plan fee for any Billing Period; they are calculated from actual metered usage in the calendar month to which they relate and invoiced after that month ends.

An unpaid Overage Charges invoice does not, by itself, suspend a Pharmacy’s underlying paid-plan subscription or any billing feature unconnected with the overage. It instead follows the proportionate, overage-specific mechanism set out in Section 6.4(B), which is distinct from the full-account suspension mechanism in Section 6.4(A) that applies to an unpaid subscription fee or Licensing Fee invoice.

6.4 Grace Period, Suspension and Restoration for Non-Payment

Where any invoice under these Terms, including a subscription fee, Licensing Fee or Overage Charges invoice, is not paid by its due date, Strongreed will apply a grace period (of a duration published within the Service or notified to the Pharmacy) during which the Pharmacy may settle the outstanding amount without further consequence beyond this Section. The consequence that follows an unresolved grace period depends on the type of invoice in default, as set out in paragraphs (A) and (B) below.

(A) Subscription Fee and Licensing Fee Defaults

This Section 6.4(A) applies where the amount unpaid at the end of the grace period relates to a subscription fee or a Licensing Fee invoice.

4. If the outstanding amount remains unpaid at the end of the grace period, Strongreed may suspend the Pharmacy’s access to paid plan features and any active billing features, and move the account to the Starter Plan, rather than terminating the account outright. The unpaid amount is not cancelled or waived by this downgrade; it remains an outstanding debt owed to Strongreed and continues to be recorded against the Pharmacy’s account until settled.
5. Data and records created before suspension remain visible on the Starter Plan in accordance with the "absent, not disabled" principle described in this Section 6, but functionality reserved for the paid plan or suspended billing feature is unavailable until the account is restored.

(B) Overage Charges Defaults

This Section 6.4(B) applies where the amount unpaid at the end of the grace period relates solely to an Overage Charges invoice, and the Pharmacy’s subscription fee and any Licensing Fee are, at that time, paid and up to date.

6. If an Overage Charges invoice remains unpaid at the end of the grace period, Strongreed may suspend only the specific billing feature(s) that generated the overage and/or the Pharmacy’s ability to continue accruing further metered usage under those billing feature(s). The Pharmacy’s underlying paid-plan subscription, and any billing feature unconnected with the overage, continue unaffected, and the Pharmacy is not moved to the Starter Plan on this account.
7. Data and records created before a suspension under this Section 6.4(B) remain visible in accordance with the "absent, not disabled" principle described in this Section 6.
8. Where an Overage Charges debt remains unresolved for two further consecutive calendar months following the suspension described in paragraph 6 above, Strongreed may treat the default as a prolonged default and apply the full suspension mechanism described in Section 6.4(A) to the entire account, moving it to the Starter Plan, as though the amount in default were an unpaid subscription fee.

(C) Automatic Offset Against EazyMed Settlements

Where a Pharmacy has an outstanding invoice recorded as a debt under Section 6.4(A) or 6.4(B) (a "Frozen Invoice"), and that Pharmacy also receives EazyMed Settlements, you agree that Strongreed may automatically recover amounts owed against that Frozen Invoice by deduction from those EazyMed Settlements, on the terms set out in this Section 6.4(C).

This offset is a collection mechanism against an existing Frozen Invoice, not an instalment plan. It creates no repayment schedule, does not keep a non-paying Pharmacy on a paid plan, and does not delay or alter the downgrade or suspension timeline under Section 6.4(A) or 6.4(B), which proceeds on its own terms regardless of any offset collected under this Section 6.4(C).

9. The offset runs on every EazyMed Settlement payable to a Pharmacy that has a Frozen Invoice, for as long as that Frozen Invoice remains open. There is no minimum settlement size and no waiting period before the offset applies.
10. Each individual debit under this Section 6.4(C) shall not exceed fifty percent (50%) of the value of the EazyMed Settlement to which it applies. No monthly, cumulative or other cap applies beyond this per-settlement limit; every EazyMed Settlement remains subject to a debit of up to fifty percent (50%) of its value for as long as the Frozen Invoice remains open, and the Pharmacy always retains at least fifty percent (50%) of each EazyMed Settlement.
11. The offset is calculated and applied after the EazyMed Order Processing Fee has been deducted from the relevant order. The EazyMed Order Processing Fee is a separate Strongreed Group revenue line and is unconnected with, and unaffected by, any debt owed under this Section 6.
12. Each debit made under this Section 6.4(C) is recorded against the specific Frozen Invoice it reduces, is visible to the Pharmacy against that invoice, and appears as its own line item on the relevant EazyMed settlement statement.
13. Where accumulated offsets under this Section 6.4(C), whether alone or together with any other payment, clear a Frozen Invoice in full, the corresponding restoration under Section 6.4(A) or 6.4(B), as applicable, applies automatically; the Pharmacy is not required to take any further action.
14. Offsets under this Section 6.4(C) cease with immediate effect once the relevant Frozen Invoice is paid in full, voided, discounted to zero, or otherwise resolved by Strongreed.
15. On settlement of any outstanding debt under this Section 6.4, whether arising under paragraph (A) or (B) and whether settled by direct payment, offset under paragraph (C), or a combination of both, Strongreed restores the Pharmacy to a paid plan, or to the affected billing feature(s), prospectively, on the terms described in Section 6.2(3). Prolonged non-payment under any paragraph of this Section 6.4 remains separate grounds for termination of the account under Section 20.

6.5 Free Trial and Conversion to a Paid Plan

Where Strongreed offers a free trial of a paid plan, the trial runs for the duration stated to the Pharmacy at the time it is offered. Before the Pharmacy selects a quarterly or annual plan to take effect on conversion from trial, and again by notice given a reasonable period before the trial ends, Strongreed will clearly disclose: (a) the exact Licensing Fee that will be charged; (b) the exact subscription fee for the full first quarter or year selected; (c) that both amounts are charged together, as a single combined charge, on the date the trial ends; and (d) the exact total amount and the exact date of that charge.

Where a Pharmacy allows a trial on a quarterly or annual plan to run to its end without cancelling or moving to Starter, conversion to the paid plan, and the combined charge described above, occurs automatically on the day the trial ends; you authorise this charge by permitting the trial to proceed to conversion after receiving the disclosure described in this Section 6.5. A Pharmacy that cancels or moves to Starter before the trial ends is not charged the Licensing Fee or any subscription fee for that plan. Once conversion has occurred, a subsequent downgrade, cancellation, or suspension for non-payment is governed by Sections 6.2 and 6.4, and does not entitle the Pharmacy to a refund of the combined charge.

6.6 Payment Processing and POS Terminal Providers

Card, transfer and terminal-based payments processed through the Service are handled by independent, licensed third-party payment service providers and POS terminal providers (which may include Moniepoint, Opay, or other providers configured by a Pharmacy). Strongreed does not itself hold or process card data and is not a party to the relationship between you and any payment service provider. You acknowledge that such providers have their own terms, fees and privacy practices, and that Strongreed, its directors and Affiliates bear no liability for any act, omission, delay, outage, fraud or error on the part of a payment service provider or terminal provider.

All orders placed through KwickPharm, whether at the counter, via EazyMed, or through an integrated clinic workflow, constitute an offer to purchase which the fulfilling Pharmacy may accept or decline at its discretion, including on grounds of stock availability, regulatory restriction, suspected fraud, or, where the Healthcare Intelligence System has been made available to and enabled by the Pharmacy, a hold or block generated under Section 10. Prices, including whether a transaction is priced at a retail or wholesale rate, are set and applied by the fulfilling Pharmacy and may vary by branch, product, quantity, unit of measure and channel; Strongreed is not a party to, and assumes no responsibility for, the correctness of any individual Pharmacy’s pricing decisions.

Where a Pharmacy extends credit to a customer, such credit is governed entirely by that Pharmacy’s own configured credit settings (including institutional exposure limits, per-customer limits, role-based transaction limits, grace periods and consequences for default). Strongreed is not a lender, guarantor or party to any credit extended directly by a Pharmacy to its customer, and assumes no liability for a Pharmacy’s decision to extend, withhold, or enforce credit.

Where embedded financing, deduct-at-source repayment, or third-party lending is made available through Strongreed Books or an affiliated or partner lender, such financing is subject to separate terms issued by the relevant lender or finance provider, and Strongreed’s role is limited to technical orchestration between the Service and that lender’s systems. Strongreed is not the lender of record and is not responsible for credit decisions, interest, default consequences or regulatory compliance of the lending product itself.

KwickPharm classifies products in accordance with NAFDAC-recognised dispensing categories, including Over-The-Counter (OTC), Prescription-Only Medicine (POM), Narcotics-Controlled, Psychotropic-Controlled, Nationally-Controlled and Precursor-Controlled substances. A Pharmacy’s obligation to maintain a Poison Book in respect of Controlled Medicine dispensing arises under the National Health Act 2014, NAFDAC regulations and applicable NDLEA controlled-substances rules irrespective of the Service, and continues to apply by whatever lawful means the Pharmacy currently maintains that register; a dedicated digital Poison Book module within the Service is planned and will, once released, be made available to support that existing obligation.

16. The Service records, but does not independently verify against any external government register, the identity (including name, National Identification Number, and professional or institutional licence reference) of a buyer in any wholesale or bulk transaction involving a Controlled Medicine. Capture of this information is a recording and reconciliation aid; it is not, and must not be relied upon as, a substitute for a Pharmacy’s own independent regulatory, clinical and professional diligence.
17. A Pharmacy and its licensed staff — not Strongreed — remain solely and exclusively responsible at all times for: (a) correctly classifying products; (b) verifying the validity, authenticity and currency of any prescription before dispensing; (c) complying with NAFDAC, PCN, NDLEA, National Health Act and other applicable sectoral regulation; and (d) all record-keeping obligations arising under the Poison Book or equivalent statutory register.
18. Where the Service places a transaction on hold, requires override authorisation, or automatically blocks an order (including under the Healthcare Intelligence System), that action is a system safeguard only and does not relieve the dispensing pharmacist of final professional and legal responsibility for the dispensing decision, nor does it constitute advice on the lawfulness of any specific transaction.

Strongreed, its directors, officers, employees, Affiliates and licensors disclaim all liability arising from the unlawful dispensing, sale, diversion or misuse of any Controlled Medicine by a Pharmacy, its staff, a Wholesale Buyer, a Retail User or any third party, including liability arising from reliance on, or override of, any Service-generated alert, score, hold or block.

Where a Pharmacy holds the Returns billing feature, returns are processed in accordance with that Pharmacy’s own configured Returns Policy (including eligible categories, return windows and condition criteria), which is set and administered exclusively by the Pharmacy. Strongreed provides the workflow, record-keeping, refund-routing and reporting infrastructure for returns; it does not itself determine, and is not responsible for, whether any given return is accepted, the value refunded, or the method of settlement chosen by the Pharmacy.

Controlled Medicines, once dispensed, are never eligible to be returned to sellable stock, and may only be accepted for record-keeping and lawful destruction purposes, consistent with Section 8. Refund methods (cash, bank transfer, EazyMed wallet credit, replacement goods or a pharmacy-issued credit note) are selected by the Pharmacy’s approving staff, and a credit note represents an obligation of the issuing Pharmacy to its customer, not an obligation of Strongreed.

A Pharmacy that does not hold the Returns billing feature has no in-Service mechanism for processing returns; Strongreed assumes no obligation, express or implied, to facilitate a return, refund or exchange outside of a Pharmacy’s own configured policy and billing-feature entitlement.

Planned Capability

The Healthcare Intelligence System ("KHI") described in this Section is a planned capability of the Service. It is not generally available as of the Effective Date and will be introduced in phases, module by module, as it is built, tested and released. This Section applies prospectively: from the date any KHI component is made available to and enabled by a Pharmacy, that component is subject in full to the disclaimers, acknowledgements and liability exclusions set out below, without any need for these Terms to be separately amended.

Where made available, the Healthcare Intelligence System, including any fraud score, medication-safety alert, drug-interaction notice, adverse-effect information, overdose-risk flag, or automated hold/block, is decision-support information only. It is generated algorithmically from available data and known external and internally curated sources, and it does not constitute, and must never be relied upon as, medical advice, a clinical diagnosis, a guarantee of safety, or a substitute for the independent professional judgment of a licensed pharmacist, doctor or other healthcare professional.

The final decision to dispense, withhold, approve or override any medication, and all associated clinical and professional responsibility, rests at all times with the licensed pharmacist or prescriber involved in that transaction, and not with Strongreed, its Affiliates, or the Healthcare Intelligence System. Strongreed does not warrant that the Healthcare Intelligence System is complete, error-free, continuously available, or reflective of the most current clinical, regulatory or scientific knowledge, and relies in part on third-party and doctor-submitted data which Strongreed does not independently verify for clinical accuracy.

You acknowledge that the Healthcare Intelligence System may generate false positives (unwarranted holds or blocks) or false negatives (failure to detect an actual risk), and that Strongreed, its directors, officers, employees and Affiliates shall have no liability whatsoever for any harm, loss, delay, or adverse clinical outcome arising from reliance on, non-reliance on, or the output (or absence of output) of the Healthcare Intelligence System, except to the extent such liability cannot be excluded under applicable Nigerian law.

E-prescriptions may originate either from a FastKlinik-registered clinic encounter (approved by the treating doctor within the FastKlinik electronic medical record) or from a patient-initiated request on EazyMed that is approved by a doctor via a secure link validated against that doctor’s MDCN licence folio number. In either case, the issuing or approving doctor, and the dispensing pharmacist, remain solely responsible for the clinical appropriateness and regulatory validity of the prescription. Strongreed’s role is limited to the secure transmission, display and record-keeping of prescription data between the relevant Strongreed Group products; Strongreed does not practise medicine or pharmacy and makes no representation as to the clinical correctness of any prescription routed through the Service.

Our collection, use, storage, sharing and protection of personal data, including health-related data, in connection with the Service is governed by our Privacy Policy, which forms an integral part of these Terms. The treatment of personal data belonging to Retail Users and patients is, in particular, implemented consistently with the privacy principles and standards applied by EazyMed, reflecting the fact that a single patient’s data frequently moves between EazyMed and KwickPharm in the course of ordering, dispensing and fulfilling medication.

By using the Service you consent to the processing of your personal data, including sensitive personal data relating to health, as described in the Privacy Policy, to the extent such consent is required under the NDPR, and you acknowledge that certain processing (including regulatory record-keeping in connection with a Pharmacy’s Poison Book obligations and, where enabled, audit-logging of the Healthcare Intelligence System) is carried out on the basis of legal obligation or legitimate interest rather than consent, and cannot be withdrawn while the underlying regulatory or contractual obligation subsists.

You shall not, and shall not permit any third party to:

• Use the Service to dispense, sell, divert, procure or facilitate the unlawful sale of any Controlled Medicine, counterfeit, substandard or unregistered pharmaceutical product;
• Submit false, forged, altered or misleading identity, licensing, prescription, KYC or payment information, or tamper with any prescription image or document (including metadata manipulation detected by the Service’s integrity checks);
• Attempt to circumvent, disable, reverse-engineer, probe or interfere with the Healthcare Intelligence System (where made available), fraud controls, hard block rules, or any other security or compliance mechanism of the Service;
• Access or attempt to access another user’s account, data, or any part of the Service not intended for that user, or use the Service to harvest, scrape or exfiltrate data belonging to the Strongreed Group, another Pharmacy, or any patient;
• Use the Service in a manner that infringes a third party’s intellectual property, privacy or other legal rights, or that violates any applicable law, including Nigerian pharmaceutical, data-protection, consumer-protection, tax, anti-money-laundering and anti-corruption law;
• Introduce malicious code, conduct denial-of-service activity, or otherwise compromise the integrity, availability or security of the Service or Strongreed PaaS infrastructure.

We reserve the right to investigate suspected violations of this Section, to cooperate with law enforcement and regulatory authorities (including NAFDAC, PCN and NDLEA), and to suspend or terminate access without notice where we reasonably believe a violation has occurred or is occurring.

The Service, including its software, source code, algorithms (including the Healthcare Intelligence System’s scoring methodology), databases, user interfaces, trademarks, logos and all underlying technology, is and remains the exclusive property of Strongreed and its licensors, and is protected under Nigerian and international intellectual property law. Nothing in these Terms grants you any right, title or interest in the Service other than the limited, non-exclusive, non-transferable right to access and use it in accordance with these Terms. You retain ownership of Content you lawfully submit, but grant Strongreed and the relevant Affiliates a worldwide, royalty-free licence to host, process, transmit, display and use that Content solely as necessary to provide, maintain, secure and improve the Service, including the Healthcare Intelligence System’s knowledge base, in de-identified or aggregated form where applicable.

The Service interoperates with, and relies in part upon, products and services operated by Strongreed Affiliates (EazyMed, FastKlinik, KwickLab, Strongreed Books) and by independent third parties, including payment service providers and POS terminal providers, logistics and delivery partners, lenders and financing partners, cloud infrastructure and hosting providers, and external clinical, drug-safety and regulatory data sources (including, by way of example, NAFDAC’s registered-product database and recognised external drug-information references used to populate the Healthcare Intelligence System’s knowledge base).

Each such Affiliate and third party operates under its own terms of service and privacy practices. Strongreed does not control, and disclaims all liability for, the acts, omissions, availability, accuracy, security or performance of any Affiliate (acting in its own separate capacity) or independent third-party service, including delivery delays, payment-processing failures, lending decisions, or inaccuracies in externally sourced clinical reference data.

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OR ERROR-FREE OPERATION, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE NIGERIAN LAW. STRONGREED DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE, THE HEALTHCARE INTELLIGENCE SYSTEM, OR ANY THIRD-PARTY INTEGRATION WILL BE FREE OF ERROR OR INTERRUPTION.

No advice or information, whether oral or written, obtained from Strongreed, an Affiliate, or through the Service, creates any warranty not expressly stated in these Terms.

To the fullest extent permitted by applicable law, in no event shall Strongreed, its directors, officers, employees, agents, licensors, or any Affiliate (collectively, the "Protected Parties") be liable to you or any third party for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, goodwill, data, or business opportunity, howsoever arising and whether in contract, tort (including negligence), strict liability or otherwise, even where advised of the possibility of such damages.

Without limiting the foregoing, the Protected Parties shall have no liability for: (a) any clinical, dispensing, prescribing or professional decision made by a Pharmacy, pharmacist, doctor or other licensed professional, whether or not informed by the Healthcare Intelligence System where made available; (b) the acts, omissions or insolvency of any Pharmacy, Wholesale Buyer, Retail User, payment service provider, logistics partner, lender or other third party; (c) any loss arising from counterfeit, substandard, mislabelled or unlawfully diverted pharmaceutical product; or (d) any loss arising from a Pharmacy’s own pricing, credit, returns or inventory decisions.

Subject to the foregoing, the aggregate liability of the Protected Parties arising out of or relating to these Terms or the Service, however arising, shall not exceed the total subscription and billing-feature fees actually paid by you to Strongreed in the twelve (12) months immediately preceding the event giving rise to the claim. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited under Nigerian law, including liability for death or personal injury caused by the proven gross negligence or wilful misconduct of Strongreed.

You agree to indemnify, defend and hold harmless the Protected Parties from and against any and all claims, demands, actions, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) your breach of these Terms or any applicable law or regulation, including pharmaceutical, controlled-substance, consumer-protection or data-protection law; (b) your or your staff’s dispensing, sale, pricing, credit, returns, or clinical decisions; (c) your submission of false, fraudulent or misleading information; (d) any infringement by you of a third party’s rights; or (e) any dispute between you and a customer, supplier, Affiliate, or other third party arising from your use of the Service.

Each party agrees to protect the confidential business, technical and commercial information of the other disclosed in connection with the Service with the same degree of care it uses to protect its own confidential information, and not to disclose such information to any third party except as necessary to provide or receive the Service, as required by law or regulatory authority, or with the prior written consent of the disclosing party. This Section does not restrict Strongreed’s use of de-identified, aggregated data for platform improvement, analytics or the Healthcare Intelligence System’s knowledge base.

These Terms remain in effect for as long as you maintain an account or otherwise use the Service. We may suspend or terminate your access immediately and without prior notice where we reasonably believe you have breached these Terms, engaged in unlawful conduct, or posed a risk to patient safety or regulatory compliance. Non-payment of fees is addressed first through the grace period and suspension-to-Starter mechanism described in Section 6.4, and does not, on its own, give rise to immediate termination; however, we may terminate your account for prolonged or repeated non-payment, including an outstanding debt left unsettled for an extended period following suspension under Section 6.4. You may terminate your account at any time by following the account-closure process made available within the Service, subject to settlement of outstanding fees and any regulatory record-retention obligation.

Upon termination, your right to access the Service ceases immediately; however, provisions of these Terms which by their nature should survive termination — including Sections 8 (Controlled Substances), 10 (KHI Disclaimer), 12 (Data Protection), 14 (Intellectual Property), 16 to 19 (Disclaimers, Limitation of Liability, Indemnification, Confidentiality) and 22 (Dispute Resolution) — shall survive. Regulatory records, including Poison Book entries (however maintained) and, where applicable, Healthcare Intelligence System audit logs, are retained after termination to the extent required by applicable law.

No party shall be liable for any failure or delay in performance under these Terms resulting from circumstances beyond its reasonable control, including acts of God, fire, flood, war, civil unrest, strike, governmental or regulatory action, power or telecommunications failure, or failure of a third-party payment, logistics, or infrastructure provider.

These Terms, and any dispute or claim arising out of or in connection with them or the Service (including non-contractual disputes), shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. The parties shall first attempt in good faith to resolve any dispute through good-faith negotiation. Failing resolution within thirty (30) days, the dispute shall be referred to and finally resolved by arbitration in Lagos, Nigeria, in accordance with the Arbitration and Mediation Act 2023, before a single arbitrator, in the English language. Nothing in this Section prevents either party from seeking urgent injunctive or equitable relief from a court of competent jurisdiction in Nigeria. The courts of Lagos State, Nigeria, shall have exclusive jurisdiction over any matter not subject to arbitration under this Section.

We may amend these Terms from time to time to reflect changes in the Service, applicable law, or our business practices. We will provide notice of material changes through the Service, by email, or by other reasonable means, and will indicate the date of the most recent revision. Your continued use of the Service after the effective date of any amendment constitutes your acceptance of the amended Terms.

24.1 Severability

If any provision of these Terms is held invalid or unenforceable by a court or arbitral tribunal of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be so modified, and the remaining provisions shall continue in full force and effect.

24.2 Assignment

You may not assign or transfer these Terms or any right or obligation under them without our prior written consent. We may assign these Terms, in whole or in part, to any Affiliate or to a successor in connection with a merger, acquisition, corporate reorganisation, or sale of substantially all of our assets, without your consent.

24.3 No Waiver

No failure or delay by Strongreed in exercising any right under these Terms shall operate as a waiver of that right, nor shall any single or partial exercise preclude any other or further exercise of that or any other right.

24.4 Entire Agreement

These Terms, together with the Privacy Policy and any order form or commercial agreement expressly incorporating them, constitute the entire agreement between you and Strongreed regarding the Service and supersede all prior or contemporaneous agreements, representations and understandings, whether written or oral.