By accessing the MSOptiq+ platform, registering for an account, or otherwise using our services, you agree to these Terms and our Privacy Policy, which is incorporated herein by reference.
If you are accepting these Terms on behalf of a clinic, hospital, or other organisation, you represent and warrant that you have the authority to bind that organisation to these Terms. In that case, "you" and "your" refer to both you individually and the organisation.
If you do not agree to these Terms, you must not use the MSOptiq+ platform.
MSOptiq+ is a Software-as-a-Service (SaaS) eye clinic management platform that provides the following core capabilities:
The Company reserves the right to add, modify, or discontinue features at any time. Material changes that reduce core functionality will be communicated to Clients with at least 30 days' notice.
To use MSOptiq+, the Client must register by contacting M&S Innovation Lab Ltd. The Company will provision a dedicated tenant for the Client upon completion of the onboarding process. Setup is completed within approximately one (1) hour of receiving all required information from the Client.
The Client is responsible for maintaining the confidentiality of all account credentials (usernames, passwords, and session tokens). You must:
The Company is not liable for any loss or damage resulting from the Client's failure to protect account credentials.
The Client agrees to provide accurate, current, and complete information during registration and to keep this information updated. The Company may suspend or terminate accounts where false or misleading information has been provided.
The Client's administrator may create and manage staff accounts within their tenant. The Client is responsible for all activities conducted by Authorised Users under their account and for ensuring those users comply with these Terms.
The Client agrees to use MSOptiq+ only for lawful purposes and in accordance with these Terms. You must not:
Access to MSOptiq+ requires a paid subscription. Available plans and pricing are communicated by the Company during onboarding and may be updated periodically. Pricing details are confirmed in the written agreement or quote provided to the Client.
Subscriptions are billed on a monthly or annual basis as agreed. Invoices are issued at the beginning of each billing cycle. Payment is due within 14 days of the invoice date unless otherwise agreed in writing.
In the event of late payment, the Company reserves the right to:
All fees are exclusive of applicable taxes, levies, or duties imposed by Rwandan or other tax authorities. The Client is responsible for paying any applicable taxes in addition to the subscription fee.
Subscription fees are non-refundable except where the Company is unable to provide the contracted service for a continuous period exceeding 7 days due to causes within the Company's control, in which case a pro-rata credit may be applied at the Company's discretion.
The Company may adjust subscription pricing with a minimum of 30 days' written notice to the Client. Continued use of the Platform after the effective date of the price change constitutes acceptance.
MSOptiq+, including all software, source code, design, user interface, algorithms, databases, trade secrets, documentation, and branding, is the exclusive intellectual property of M&S Innovation Lab Ltd. All rights not expressly granted to the Client under these Terms are reserved by the Company.
Subject to payment of applicable fees and compliance with these Terms, the Company grants the Client a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Platform solely for the Client's internal clinic management operations during the subscription period.
The Client retains full ownership of all data entered into the Platform, including patient records, clinic configurations, and custom content. The Company does not claim any ownership rights over Client data.
If the Client provides feedback, suggestions, or ideas regarding the Platform, the Company may use such feedback freely without any obligation of compensation, attribution, or confidentiality to the Client.
The Client (clinic) is the data controller for all patient and staff personal data entered into the Platform. M&S Innovation Lab Ltd is the data processor, processing such data only in accordance with the Client's instructions and as set out in our Privacy Policy.
The Client warrants that:
The Company commits to:
Each party agrees to treat as confidential all non-public information disclosed by the other party in connection with these Terms ("Confidential Information"), including business data, pricing, technical specifications, patient records, and trade secrets.
Each party shall:
These confidentiality obligations survive termination of these Terms for a period of five (5) years.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was independently developed without use of Confidential Information; or (c) must be disclosed by law or court order.
The Company targets a service availability of 99.9% uptime measured on a monthly basis, excluding scheduled maintenance windows and circumstances beyond the Company's reasonable control (force majeure).
The Company may perform scheduled maintenance that temporarily interrupts service access. Where possible, maintenance will be conducted during low-traffic hours and Clients will be notified at least 24 hours in advance.
Technical support is available via the following channels:
Support response times depend on the severity of the issue and the Client's subscription plan. The Company will use reasonable efforts to resolve critical issues affecting clinic operations as a priority.
The Company provides initial setup and onboarding assistance. A standard clinic setup is completed within approximately one (1) hour from the time all required information is provided by the Client. Extended configuration or data migration may require additional time and may be subject to separate professional services fees.
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
The Company does not warrant that: (a) the Platform will be error-free or uninterrupted; (b) any errors will be corrected; or (c) the Platform will meet all of the Client's requirements.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, M&S INNOVATION LAB LTD'S TOTAL CUMULATIVE LIABILITY TO THE CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE — SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY THE CLIENT IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The Client agrees to indemnify, defend, and hold harmless M&S Innovation Lab Ltd, its directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or relating to:
The Client may terminate their subscription at any time by providing 30 days' written notice to the Company at info@msilab.rw. Access will continue until the end of the current billing period. No refund will be issued for any unused portion of a prepaid subscription.
The Company may terminate or suspend the Client's access immediately and without notice if:
Upon termination:
The following sections survive termination: Intellectual Property (7), Data Ownership (8), Confidentiality (9), Disclaimers and Limitation of Liability (11), Indemnification (12), and Governing Law (15).
The Company may update these Terms at any time. When changes are made, we will update the "Effective Date" at the top of this page and notify the Client's registered administrator by email with at least 14 days' notice before the changes take effect for material modifications.
Continued use of the Platform after the effective date of the revised Terms constitutes acceptance. If the Client does not agree to the changes, it may terminate its subscription in accordance with Section 13.1 before the changes take effect.
The Company may add, modify, or remove features from the Platform at any time. The Company will provide reasonable advance notice for changes that materially reduce the functionality of core features included in the Client's subscription plan.
These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Republic of Rwanda, without regard to its conflict of law principles.
In the event of any dispute, controversy, or claim arising out of or relating to these Terms or the breach, termination, or validity thereof, the parties shall first attempt to resolve the matter amicably through good-faith negotiations within 30 days of written notice of the dispute.
If the dispute is not resolved through negotiation, either party may submit the matter to mediation administered under the rules of a mutually agreed mediating body in Rwanda. If mediation fails, the dispute shall be submitted to the competent courts of Rwanda.
The Client agrees that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.
For any questions regarding these Terms of Service, please contact us:
We aim to respond to all formal enquiries within 5 business days.