Donor Terms of Service

TERMS OF SERVICE FOR BLOOD DONORS

Last Updated: 31st July 2023

These Terms of Service set forth the main terms and conditions applying to and governing the usage of Medexer Services. In order to provide efficient and timely Blood Donation Services via the Medexer Platform, you must agree to the terms and conditions that are set forth below.

DEFINITIONS

1. 1. Medexer (also referred to as “we”, “our” or “us”) – Medexer Limited, a private company limited by shares (RC 6906691) registered with the Corporate Affairs Commission in Nigeria, with registered office at No. 10 Silk Suites Close, Zarmaganda-Favwei Road, Jos, Plateau State, Nigeria. Medexer partners shall mean institutions, organisations, donation centres, affiliates, agents etc appointed by Medexer Limited. The current list of Medexer partners is available at https://www.medexer.com.ng/partners/.
  2. Medexer Services – services that Medexer provides, including provision and maintenance of the Medexer Desktop App, Medexer Donor App, Medexer Platform, customer support, communication between the Donation Centre and the Blood Donor and other similar services.
  3. Medexer Donor App – a smartphone application for Donors to request and receive requests from Donation Centres for Blood Donation Services.
  4. Medexer Desktop App – an application for Donation Centres to request and receive requests from Blood Donors for Blood Donation Services.
  5. ‘Donor’, ‘Blood Donor’ – a person requesting or being requested to make a blood donation using the Medexer Platform.
  6. ‘Donation Centre’, ‘Centre’, ‘Organisation’ (also referred to as “you”) – the person requesting or being requested from an appointment to a Donor to make a blood donation via the Medexer Platform. Each Donation Centre will get a personal Medexer Donation Centre Account to use the Medexer Desktop App and the Medexer Platform.
  7. Agreement – this agreement between Donation Centre and Medexer regarding the use of Medexer Services which consists of:
    1. These General Terms;
    2. Special terms displayed on the Medexer Desktop App, e.g regarding price info or service descriptions;
    3. The Donation Centre’s guidelines; and
    4. Other terms referred to in this Agreement may be amended from time to time.
  8. Remuneration – the fee the Donation Centre is obliged to pay a Donor for a donation processed through Medexer.
  9. Medexer Fee – the fee that the Donation Centres are obliged to pay to Medexer for using the Medexer Platform.
  10. Tip – a gratuity offered by the Donation Centre at their sole discretion in addition to the Remuneration paid.
  11. Blood Donation Services – blood donation a Donor is providing to a Donation Centre whose request is an appointment the Donor has accepted through the Medexer Donor App.

ENTRY INTO THE AGREEMENT

1. Prior to using Medexer Services, you must sign up by providing the requested information in the signup application on the Medexer Desktop App and uploading the necessary documentation as required by us. You sign up as a legal person. Upon successful completion of the signup process, we will provide you with an organisation account accessible via email, donation centre ID and password. By clicking the “Sign up” button located at the end of the signup application, you represent and warrant that:
  1. Pursuant to valid legal acts, you are entitled to enter into an agreement with us to use the Medexer Platform for facilitating the Blood Donation Service;
  2. You have carefully studied, fully understood, and agreed to be bound by these General Terms, including all obligations that arise as provided herein and from Agreement;
  3. All the information you have presented to us is accurate, correct and complete;
  4. You will keep Medexer Donation Centre Account accurate and profile information updated at all times;
  5. You will not authorise other persons or organisations to use your Medexer Donation Centre Account nor transfer or assign it to any other person or organisation;
  6. You will not use Medexer Services for unauthorised or unlawful purposes and impair the proper operation of Medexer Services;
  7. At all times, you fully comply with all laws and regulations applicable in the state you are facilitating Blood Donation Services in, including (but not limited to) laws regulating Blood Donation services in Nigeria;
2. After submitting the signup application, you will receive an email with additional conditions that must be met in order to use Medexer Services. These conditions may include providing information on legal proceedings of significant consequence; valid licences, approvals and accreditations; satisfactory technical state report of collection facility; completion of an onboarding course for staff members on the use of the Medexer Desktop App; and other conditions as described in the pertinent email. The failure to comply with the provided requirements and conditions may result in termination of the Agreement and the right to use Medexer Services.
3. You agree that in specific cities or states, Medexer Limited may assign any of our obligations arising from the General Terms or Agreement to other partners. This includes, among other things, assigning the rights and obligations regarding reviewing documents related to signup applications, training, collection of Medexer Fees, licensing the Medexer App, etc.
4. As you will be registering the account as a legal person (i.e. a company). You are considered to be the facilitator of the Blood Donation Services and the party to these General Terms, Agreement and any further agreements. THE LEGAL PERSON FACTUALLY FACILITATING THE BLOOD DONATION SERVICES UNDER THE MEDEXER DONATION CENTRE ACCOUNT SHALL REMAIN JOINTLY AND SEVERALLY LIABLE FOR ANY INFRINGEMENT OF THE GENERAL TERMS AND AGREEMENT CONDUCTED BY THE LEGAL PERSON.

RIGHT TO USE THE MEDEXER DESKTOP APP AND THE MEDEXER DONATION CENTRE ACCOUNT

1. Licence to use the Medexer Desktop App and the Medexer Donation Centre Account.

Subject to your compliance with the Agreement, We hereby grant you a licence to use the Medexer Desktop App and the Medexer Donation Centre Account. The licence does not grant you the right to sublicense or transfer any rights to any third persons or organisations.

In course of using the Medexer Desktop App and/or Medexer Donation Centre Account you may not:
1. Decompile, reverse engineer, or otherwise attempt to obtain the source code of the Medexer Desktop App, the Medexer Donation Centre Account or other software of Medexer;
2. Modify the Medexer Desktop App or the Medexer Donation Centre Account in any manner or form or to use modified versions of the Medexer Desktop App or Medexer Donation Centre Account;
3. Transmit files that contain viruses, corrupted files, or any other programs that may damage or adversely affect the operations on the Medexer Desktop App;
4. Attempt to gain unauthorised access to the Medexer Desktop App, Medexer Donation Centre Account or any other Medexer Services.
The Licence granted herein revokes automatically and simultaneously with termination of the Agreement. After termination of the Agreement, you must immediately stop using the Medexer Desktop App and the Medexer Donation Centre Account and we are entitled to block and delete your Medexer Donation Centre Account without prior notice.
Using tags and labels of Medexer.

Additionally, we may give you tags, labels, stickers or other signs that refer to the Medexer brand or otherwise indicate you are using the Medexer Platform. We grant you a non-exclusive, non-sublicensable, non-transferable licence to use such signs and only for the purpose of indicating you are facilitating Blood Donation Services via the Medexer Platform. After termination of the Agreement, you must immediately remove and discard any signs that refer to the Medexer brand.

All copyrights and trademarks, including source code, databases, logos and visual designs are owned by Medexer and protected by copyright, trademark and/or trade secret laws and international treaty provisions. By using the Medexer Desktop App or any other Medexer Services you do not acquire any rights of ownership to any intellectual property.

FACILITATING THE BLOOD DONATION SERVICES

1. The Donation Centre’s Obligations.

You hereby guarantee to facilitate Blood Donation Services in accordance with the General Terms, Agreement as well as laws and regulations applicable in the state where you are facilitating Blood Donation Services. Please note that you are fully liable for any violation of any local laws and regulations as may arise from facilitating Blood Donation Services.

You must have all licences, approvals, accreditations, permits, insurance, liability insurance (if applicable), registrations, certifications and other documentation that are required by Nigerian law for facilitating a Blood Donation Service. It is your obligation to maintain the validity of all aforementioned documentation. Medexer reserves the right to require you to present evidence and submit for review all the necessary licences, approvals, accreditations, permits, insurance, liability insurance (if applicable), registrations, certifications and other documentation.
You must facilitate the Blood Donation Services in a professional manner in accordance with the professional and business ethics applicable to facilitating such services and endeavour to attend to the Blood Donor in the best interest of the Blood Donor. Among else, you (i) must take all necessary precautions to ensure that a donor is capable of providing a donation; (ii) may not facilitate any unauthorised donation; (iii) may not knowingly do anything that may cause harm to the blood donor; and (iv) must adhere to any applicable acts, laws and regulations.
You retain the sole right to determine when you are facilitating a blood donation service. You shall accept, decline or ignore blood donation requests made by blood donors at your own choosing.
Similarly, a blood donor has the right to accept, decline or ignore a blood donation request from you at their own choosing. They must not be compelled, coerced or misled to accept a donation request when they do not want to or do not believe to be capable of making a donation. Any liability that arises from this would solely be on you and not the blood donor.
However, Medexer may suspend you from the Platform if you abuse the Platform, including if your acceptance rate drops below a certain threshold communicated to You via the Medexer Desktop App.
Costs you incur while facilitating the Blood Donation Services.

You are obliged to provide and maintain all equipment and means that are necessary to facilitate a donation at your own expense. You are also responsible for paying all costs you incur in the course of facilitating the donations. Please bear in mind that using the Medexer Desktop App may bring about the consumption of large amounts of data on your mobile data plan. Thus, we suggest you subscribe for a data plan with unlimited or very high data usage capacity.

Compensation Fee

You are obligated to pay compensation for every donation successfully made. The compensation is a combination of transport compensation (except where you provide the transport) and any extra incentives solely at your discretion. This is not payment for the blood donation but compensation to facilitate the success of a donation. Medexer insists on a minimum of ₦2000 as compensation fee, this fee is reviewable from time to time and may increase based on the distance a donor may have to travel to make a donation. And donation centres have the discretion to go above this base compensation fee.

If, in the course of the facilitation of a blood donation, a Blood Donor damages an equipment at the centre, you shall have the right to request the donor to pay a penalty and request compensation for any damages exceeding the penalty. If the Blood Donor does not consent to paying the penalty and/or compensating the damage, you must notify us and we will then try to collect the penalty and/or relevant costs on your behalf from the Blood Donor. However, bear in mind that we are not taking any liability for any direct or indirect damages.

MEDEXER FEES

1. In order to use Medexer Services, you are obliged to pay a fee (i.e. the Medexer Fee except notified via email or other channels of any form of discount for a specific period of time).
2. The Medexer Fee is paid based on two options you can choose from:

5.2.1. Periodic fee based on a monthly or weekly subscription.

5.2.2. Per Individual Fee based on per successful donation facilitated.

Please note that the Medexer Fees chargeable may change from time to time.
In any event where you are in debt to us, you are obliged to cover all costs incurred by us, which are related to debt collection activities.

CUSTOMER SUPPORT

1. 1. We provide the Donation Centres customer support regarding the use of Medexer Services. We have the right to stop providing customer support services in the event you default in the fulfilment of any obligation in this agreement.

RATINGS AND ACTIVITY

1. 1. In order to guarantee high-quality service and provide additional reassurance to Blood Donors, you hereby acknowledge that the Blood Donors may provide you with a rating and leave feedback regarding the quality of the Donation Services that you have facilitated. Your average rating will be linked to your Donation Centre’s account and will be available to Blood Donors via the Medexer Donor App. If we find out the rating or comment is not given in good faith, this rating or comment may not be projected in the calculations of your rating.
  2. In addition to the rating, we measure your level of activity and provide you with an activity score, which is based on your activity regarding accepting, declining, not responding and completing Donation Service requests and appointments.
  3. In order to provide reliable services to Blood Donors, we may determine a minimum average rating and a minimum activity score that the Donation Centre must establish and maintain. If, after a pertinent notification from us, you do not increase your average rating or activity score to a minimum level within the prescribed time period, your Donation Centre’s account may be automatically suspended either temporarily or permanently. We may reverse the suspension of your account if it is merited by any external circumstances or it is detected that the suspension was caused by a system error or false ratings.

MARKET OVERVIEWS AND CAMPAIGNS

1. Market overviews.

We may send you, via the Medexer Desktop App, Medexer Donation Centre Account, SMS, email or other means, market overviews, in order to increase your awareness regarding anything that may improve the quality of Medexer Services or any of your services and engagements. Such market overviews are merely recommendatory and do not constitute any obligations for you.

Partner’s Campaigns.

We also may provide you with an opportunity for a to-be-agreed fee to market and campaign for any of your products or services using Medexer or any of Medexer’s services to Medexer customers and partners.

Campaigns for Donors and Donation Centres.

We may occasionally arrange various campaigns for you and/or the blood donors in order to promote Medexer.

If we offer you a discount or a reduced fee within such campaign periods, we may cover the balance and make full payments to the donors on your behalf, which will be reflected on your receipt.
We may also offer blood donors an increased fee for making donations, we will not charge you, you will pay your required fee and we will settle every addition based on our campaign promise.
We may set off the marketing compensation against the Medexer Fee.

RELATIONSHIP BETWEEN YOU, US AND THE BLOOD DONORS

1. 1. You hereby acknowledge and agree that we provide an information society service and do not provide Blood Donation Services. By providing the Medexer Platform and Medexer Services, we act as a marketplace connecting Donors with Donation Centres to help them efficiently move around and make blood donations. You acknowledge that you are facilitating the Blood Donation Services as a legal and licensed blood donation service provider and that you execute these services with the highest responsibility to the donors and the society. Medexer, as the operator of all Medexer Apps acts as the commercial agent of the Donation Centres for the mediation of conclusion of contracts between the Donation Centre and the Blood Donor, and thus, among other things, may accept payments from the Donation Centres and forwards the payments to the Donor.
  2. You acknowledge that no employment agreement nor an employment relationship has been or will be established between you and us. You also acknowledge that no joint venture or partnership exists between you and us. You may not act as an employee, agent or representative of us nor bind any contract on behalf of us. If due to the implication of mandatory laws or otherwise, you shall be deemed our employee, you hereby agree to waive any claims against us that may arise as a result of such implied employment relationship.
  3. You may not transfer your rights and obligations deriving from the General Terms or Agreement to any third party.

PROCESSING OF PERSONAL DATA, ACCESS TO DATA

1. 1. Your organisation and personal data will be processed in accordance with the Privacy Notice for Donation Centres, available at Donation Privacy Policy.
  2. Medexer has access to all organisation’s and other data provided or generated in connection with your use of Medexer Services. Medexer shall take all reasonable steps to ensure the confidentiality of such data and comply with all applicable Privacy Policies and laws whenever such data contains personal data. Except where otherwise provided by applicable Privacy Policies and laws, Medexer maintains access to such data also after the Agreement between you and Medexer is terminated.
  3. You have access to organisational data provided by you or generated in connection with your use of Medexer Services to the extent that is made available to you under your Medexer Donation Centre Account through the Medexer Desktop App. You shall take all reasonable steps to ensure the confidentiality of such data and comply with applicable Privacy Policies and laws as long as to the extent that such data contains organisational and personal data of Partners and Blood Donors.

LIABILITY

1. 1. The Medexer Platform is provided on an “as is” and “as available” basis. We do not represent, warrant or guarantee that access to the Medexer Platform will be uninterrupted or error-free. As the usage of the Medexer Platform for requesting blood donation services depends on the behaviour of Blood Donors, we do not guarantee that your usage of the Medexer Platform will result in any Blood Donation Service requests or appointments.
  2. To the maximum extent permitted under the applicable law, neither Medexer nor its representatives, directors and employees are liable for any loss or damage that you may incur as a result of using Medexer Services, including but not limited to:
    1. Any direct or indirect property damage or monetary loss;
    2. Loss of business, contracts, contacts, goodwill, reputation and any loss that may arise from interruption of the business;
    3. Loss or inaccuracy of data; and
    4. Any other type of loss or damage.
  3. The financial liability of us in connection with violating the General Terms or Agreement will be limited to 1 million naira. You shall have the right to claim for damages only if we have deliberately violated the General Terms or Agreement.
  4. We shall not be liable for the actions or non-actions of the Blood Donors and shall not be liable for any loss or damage that may incur to you or your centre/facility as a result of actions or non-actions of the Blood Donors.
  5. You shall be fully liable for breach of the General Terms, Agreement or any other applicable laws or regulations and must stop and remedy such breach immediately after receipt of a respective demand from us or any state authority. You shall indemnify us for any direct and/or indirect loss and/or damage, loss of profits, expense, penalty, fine that we may incur in connection with your breach of the General Terms, Agreement and laws and regulations. If a Blood Donor presents any claims against us in connection with your provision of Blood Donation Services, then you shall compensate for such damage to us in full within 7 (seven) days of your receipt of the respective request from us. In case we are entitled to present any claims against you, then you shall compensate us with any legal costs related to the evaluation of the damages and submission of claims relating to compensation for such damage.

TERM, SUSPENSION AND TERMINATION

1. 1. The conditions expressly specified in these General Terms shall enter into force as of submitting the signup application. Agreements and other terms shall enter into force once the specific document or message has been made available to you and you commence or continue facilitating Blood Donation Services on the Medexer Desktop App.
  2. You may terminate the Agreement at any time by notifying Medexer at least 7 (seven) days in advance, after which your right to use the Medexer Desktop App and Medexer Services shall terminate. Medexer may terminate the Agreement at any time and for any reason at the sole discretion of us by notifying you at least 3 (three) days in advance.
  3. Medexer is entitled to immediately terminate the Agreement and block your access to the Medexer Platform without giving any advance notice in case you breach the General Terms or Agreement, any applicable laws or regulations, disparage Medexer, or cause harm to Medexer’s brand, reputation or business as determined by Medexer in our sole discretion, and will not be liable for any losses incurred with this action. In the aforementioned cases we may, at our own discretion, prohibit you from registering a new Donation Centre account.
  4. We may also immediately suspend (block) your access to the Medexer Desktop App and to the Medexer Donation Centre Account for the period of investigation if we suspect an infringement of the Agreement or fraudulent activity from you. The block of access will be removed once the investigation disproves such suspicions.
  5. We aim to provide the highest quality service to all Blood Donors and Donation Centres, therefore, we are monitoring the activity of Donation Centres through our Admin App which is fed data from the Medexer Desktop App. If you fail to meet the minimal service requirements, such as the minimal rating and activity score, we are entitled to immediately terminate the agreement without giving you any advance notice.

AMENDMENTS

1. 1. Medexer reserves the right to amend these General Terms anytime by uploading the revised version on its website (https://www.medexer.com.ng) and notifying you (e.g. via email, Medexer Desktop App or Medexer Donation Centre Account) whenever, in the reasonable opinion of Medexer, such amendments are material.
  2. Medexer shall provide at least 15 days advance notice (e.g. via email, Medexer Desktop App or Medexer Donation Centre Account) about the amendments that affect the rights of Business Users Operating in any state in Nigeria with laws demanding such, unless:
    1. Medexer is subject to a legal or regulatory obligation which requires it to amend the General Terms in a manner which does not allow it to respect the advance notice period;
    2. Immediate amendment is required to address an unforeseen and imminent danger related to health, safety or cybersecurity risks, or defending Medexer Services, Blood Donors or Donation Centres from fraud, malware, spam or data breaches;
    3. You have elected to waive the advance notice period (e.g. you continue to use Medexer Services after receipt of the notice of amendment); or
    4. In the reasonable opinion of Medexer, amendments are beneficial for the Donation Centres and do not require technical adjustments from them.
  3. If you do not agree to the amendments of the General Terms or other conditions of the Agreement, you have the right to terminate the Agreement by discontinuing the use of Medexer Services and providing termination notice to Medexer via info@medexer.com.ng. The termination of the Agreement takes effect on the effective date of the proposed amendment unless otherwise provided in your termination notice. Your use of Medexer Services on or after the effective date of the amendment constitutes your consent to be bound by the General Terms or Agreement, as amended.

APPLICABLE LAW AND COURT JURISDICTION

1. 1. The General Terms and Agreement shall be governed by and construed, and enforced in accordance with the laws of the Federal Republic of Nigeria. If the respective dispute resulting from General Terms or Agreement could not be settled by negotiations, then the dispute shall be solved in the Plateau State High Court.

NOTICES

1. 1. You are obliged to immediately notify us of any changes to your organisation and/or contact information.
  2. Any notice required to be given under the General Terms and Agreement shall be sufficiently given if:
    1. Delivered personally,
    2. Sent by courier with proof of delivery,
    3. Sent by registered mail,
    4. Sent by email or
    5. Made available via the Medexer Desktop App or Medexer Donation Centre Account.
  3. Any notice which is sent or dispatched in accordance with the previous clause shall be deemed to have been received:
    1. If delivered personally, at the time of delivery to the party;
    2. If delivered by courier, on the date stated by the courier as being the date on which the envelope containing the notice was delivered to the party;
    3. If sent by registered mail, on the 10th day after handing the document over to the post office for delivery to the party;
    4. If made available via the Medexer Desktop App or Medexer Donation Centre Account, or
    5. If sent by email, on the day the party receiving the email confirms receiving the respective email or on the 2nd day following the dispatch of the email provided that the sender has not received an error notice (notifying that the email was not delivered to the party) and has sent the email again on the next calendar day and has not received a similar error notice.

FINAL PROVISIONS

If any provision of the General Terms is held to be unenforceable, the parties shall substitute for the affected provision an enforceable provision that approximates the intent and economic effect of the affected provision.