Legal & Policies

OPEX  HEALTHCARE SOLUTIONS

Terms and Conditions

Website and Services Terms of Use

These Terms govern your use of the OPEX website and services. They work alongside our Privacy Policy and any specific agreement for a particular service (such as the OPEX HRIS Subscription Agreement or a consultancy engagement letter). Please read them carefully.

1.          Introduction and Acceptance

• These Terms and Conditions (“Terms”) govern your access to and use of the website at www.opex.africa (the “Website”) and the services, products, content, events and materials made available by OPEX Healthcare Solutions (“OPEX”, “we”, “us”, “our”) (together, the “Services”).

• By accessing the Website or using any of the Services, you agree to be bound by these Terms. If you do not agree, please do not use the Website or the Services.

• These Terms should be read together with our Privacy Policy and any specific terms that apply to a particular Service. If you use a Service on behalf of an organisation, you accept these Terms for that organisation.

2.          Definitions and Interpretation

• "Account" means a registration you create to use a Service, including on the Careers Portal.

• "Careers Portal" means the OPEX Talents careers portal through which candidates register and are considered for placement.

• "Content" means all material on or provided through the Website and Services, including text, graphics, logos, software, course materials and recordings.

• "Digital Products" means digital downloads and other electronic products we make available, including OPEX Downloads.

• "Specific Agreement" means a separate agreement governing a particular Service, such as the OPEX HRIS Subscription Agreement, a consultancy engagement letter or proposal, an event booking, or product-specific terms.

• "User", "you" means any person who accesses the Website or uses the Services.

• In these Terms, headings are for convenience only; “including” is not limiting; the singular includes the plural; and a reference to a statute is to that statute as amended.

3.          Scope and Order of Precedence

• These Terms are the general terms for the Website and all Services.

• Some Services are also governed by a Specific Agreement that sets out additional or different terms (for example, subscriptions, consultancy engagements, event bookings or product licences).

• If there is any conflict, the Specific Agreement prevails for that Service to the extent of the conflict; otherwise these Terms apply. Our Privacy Policy governs the handling of personal data.

4.          Eligibility and Accounts

• You must be at least 18 years old and able to enter into a binding contract. If you act for an organisation, you warrant that you are authorised to bind it.

• Some Services require an Account. You must provide accurate, current and complete information and keep it up to date.

• You are responsible for keeping your login credentials secure and for all activity under your Account, and must notify us promptly of any unauthorised use.

• We may suspend or close Accounts in accordance with clause 21.

5.          Use of Our Website

• You may use the Website and Services only for lawful purposes and in accordance with these Terms.

• You shall not:

1. use the Services in breach of any law or in a way that infringes the rights of others;

2. upload or transmit any unlawful, defamatory, infringing, misleading or harmful content;

3. introduce malicious code, or attempt to gain unauthorised access to, disrupt or compromise the Website or its security;

4. scrape, harvest, data-mine or systematically copy Content except as expressly permitted;

5. misrepresent your identity or affiliation, or use the Services to send unsolicited communications; or

6. interfere with the proper operation of the Website or Services.

6.          Our Services

• OPEX provides a range of Services, which may include: consultancy; software products (including OPEX HRIS, OPEX Analytics and OPEX Learn); a talent network and the Careers Portal; and knowledge products and events (including short courses, webinars, Digital Products, and the MD Talks series).

• We may add to, change, suspend or discontinue any Service or feature at any time, and availability may vary. Some Services are free and others are paid.

7.          Consultancy Services

• Consultancy Services are provided under a Specific Agreement (such as a proposal or engagement letter) that sets out the scope, deliverables, timelines and fees. These Terms are the umbrella; the Specific Agreement governs the engagement.

• Unless otherwise agreed in writing, our consultancy consists of advice and recommendations. Decisions on, and implementation of, that advice remain your responsibility, and we do not guarantee any particular commercial or clinical outcome.

• Materials we provide for an engagement are for your internal use for that engagement, and remain subject to clause 13.

8.          Software Products

• OPEX HRIS, OPEX Analytics, OPEX Learn and other software are provided on a subscription basis under their applicable Specific Agreement. For OPEX HRIS, that is the OPEX HRIS Software-as-a-Service Subscription Agreement.

• Access is a limited, non-exclusive, non-transferable right for the subscription term only; ownership of the software and all Intellectual Property Rights in it remain with OPEX.

• Where we offer a free trial or demonstration, it is provided “as is”, may be limited in scope, and may be modified or withdrawn at any time.

9.          Talent Network and Careers Portal

• The Careers Portal allows candidates to register a profile and upload a CV so that we may consider them for placement opportunities and refer suitable candidates to our clients (prospective employers).

• Your obligations as a candidate. You warrant that the information and CV you provide are accurate, current and your own; that you have the right to work in respect of roles you seek; and that you will keep your details up to date.

• By registering, you authorise us to store your profile and, where we consider you suitable, to share your profile and CV with specific prospective employer clients for the purpose of a placement, as described in our Privacy Policy.

• Intermediary role. We act as an intermediary only. We do not guarantee employment, placement, interviews or any particular outcome, and we are not your employer. Any employment relationship is solely between you and the employer.

• Clients using our talent network are responsible for their own recruitment and hiring decisions, and for handling any candidate data we share in accordance with applicable employment and data-protection laws.

• We may verify the information you provide, and may decline, edit for suitability, remove or suspend a profile where information is inaccurate, unlawful, or the Service is misused.

10.       Knowledge, Events and Webinars

• We offer short courses, webinars, talks (including the MD Talks series) and other events, which may be free or paid.

• Bookings are subject to availability and to the details stated at the time of booking. Fees for paid events are payable in advance unless we state otherwise.

• Changes and cancellations. We may change, reschedule, move online or cancel an event. Where we cancel an event, we will offer a reschedule or a refund of the fee paid for that event. Your own cancellation rights are as stated at booking [insert cancellation window / policy].

• Content presented at our events, and any recordings, remain our property. You may not record, reproduce or redistribute event Content without our prior written consent.

11.       Digital Products and Downloads

• Digital Products (including OPEX Downloads) are licensed, not sold. Where applicable, on payment we grant you a non-exclusive, non-transferable licence to use the Digital Product for your own internal or personal use.

• You shall not resell, redistribute, sub-licence, publish, or share Digital Products, or remove any proprietary notices.

• Refunds. Because Digital Products are delivered electronically and accessed immediately, they are non-refundable once downloaded or accessed, except where a refund is required by law or where we expressly state otherwise.

12.       Fees, Payment and Taxes

• Fees for paid Services are as stated at the point of purchase or in the applicable Specific Agreement, in Kenya Shillings unless stated otherwise.

• Payment is due as stated (in advance unless agreed). We may use third-party payment providers, including M-Pesa and card processors, and your use of them may be subject to their own terms.

• Fees are exclusive of value added tax and other applicable taxes, which are payable by you where chargeable.

• Except as required by law or expressly stated, fees are non-refundable.

13.       Intellectual Property

• All Intellectual Property Rights in the Website, the Services and the Content — including software, text, graphics, logos, the OPEX brand, course and event materials, the MD Talks series, and the book “The Leadership Seatbelt” — are owned by or licensed to OPEX.

• We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Website and Content for your own lawful purposes and as expressly permitted. All rights not expressly granted are reserved.

• You shall not copy, reproduce, distribute, publish, modify or create derivative works from the Content except as permitted by law or with our prior written consent.

• “OPEX”, the OPEX logo and related marks are our trade marks and may not be used without our written permission.

14.       Your Content and Submissions

• You retain ownership of content you submit through the Services, including CVs, enquiries and feedback (“User Content”).

• You grant OPEX a non-exclusive, royalty-free licence to use, host, store and process your User Content as necessary to provide the Services and as described in our Privacy Policy.

• You warrant that your User Content is accurate and lawful, does not infringe any third-party rights, and that you have the right to provide it.

• We may remove User Content that we reasonably consider unlawful or in breach of these Terms.

15.       No Professional Advice; Disclaimers

• Content on the Website, and in our free materials, articles, talks and events, is provided for general information and educational purposes only. It is not professional, medical, clinical, legal, financial or tax advice, and must not be relied on as such.

• Formal professional advice is provided only under a signed consultancy engagement. You should obtain advice specific to your circumstances before acting.

• While we take reasonable care, we do not warrant that Content is complete, current or free from error.

16.       Warranties

• We warrant that we will provide paid Services with reasonable skill and care.

• Except as expressly stated and to the maximum extent permitted by law, the Website, Content and Services are provided “as is” and “as available”. We exclude all other warranties, conditions and representations, express or implied, including implied warranties of satisfactory quality, fitness for a particular purpose and non-infringement, and we do not warrant that the Services will be uninterrupted or error-free.

17.       Limitation of Liability

• Liabilities not excluded. Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.

• Subject to clause 17.1, we shall not be liable, whether in contract, tort (including negligence) or otherwise, for any indirect or consequential loss, or for any loss of profit, revenue, business, goodwill, data or anticipated savings.

• Aggregate cap. Subject to clause 17.1, our total aggregate liability arising out of or in connection with the Website or any Service in any twelve (12) month period shall not exceed the greater of (a) the total fees you paid us for the relevant Service in the twelve (12) months before the event giving rise to the claim, or (b) KES [10,000]. Where a Specific Agreement sets a different cap for a Service, that cap applies to that Service.

• You use the Website and any free Services at your own risk.

18.       Indemnity

You shall indemnify and hold OPEX harmless against all losses, damages, costs and reasonable expenses arising out of or in connection with your breach of these Terms, your User Content, your unlawful or unauthorised use of the Services, or your infringement of any third-party or statutory rights.

19.       Third-Party Links and Services

The Website and Services may link to, or rely on, third-party websites and services. We do not control and are not responsible for their content, availability or practices. Your use of them is at your own risk and subject to their terms.

20.       Privacy and Data Protection

• Our collection and use of personal data is described in our Privacy Policy, which forms part of these Terms. For OPEX HRIS, personal data is processed under the applicable Subscription Agreement, in which the facility is the data controller and OPEX the data processor.

21.       Suspension and Termination

• We may suspend or terminate your access to the Website or any Service, or remove Content, if you breach these Terms, or for security, legal or operational reasons, with notice where practicable.

• You may stop using the Services at any time. Paid Services are governed by the termination terms of their Specific Agreement.

• Provisions that by their nature should survive — including clauses 13, 14, 15, 16, 17, 18, 20 and 24 — survive termination.

22.       Changes to These Terms and to Services

• We may update these Terms from time to time. The current version, with its effective date, will be posted on the Website, and your continued use of the Services after changes take effect means you accept the updated Terms.

• We may also modify, suspend or discontinue Services or features at any time.

23.       Force Majeure

• We are not liable for any failure or delay in performance (other than a payment obligation) caused by an event beyond our reasonable control, including acts of God, power or internet failure, acts of government, and failures of third-party providers.

24.       Governing Law and Dispute Resolution

• These Terms and any dispute arising out of them are governed by the laws of the Republic of Kenya.

• The parties shall first attempt in good faith to resolve any dispute by negotiation within [thirty (30)] days of written notice of the dispute.

• If the dispute is not resolved, it shall be referred to and finally settled by [arbitration by a single arbitrator under the rules of the Nairobi Centre for International Arbitration, seat Nairobi, in English] / [the exclusive jurisdiction of the courts of Kenya]. Please complete the option that applies.

25.       General

• These Terms, together with our Privacy Policy and any Specific Agreements, are the entire agreement between you and OPEX on their subject matter.

• If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary, or severed, and the remaining provisions continue in force.

• No failure or delay in exercising a right is a waiver of it.

• You may not assign or transfer your rights without our prior written consent; we may assign or transfer ours.

• Nothing in these Terms creates a partnership, joint venture or agency between you and OPEX, and a person who is not a party has no right to enforce them.

• Notices to us may be sent to support@opex.africa.

26.       Contact Us

Call or WhatsApp +254 719 793 793 or Email:Support@opex.africa