Terms and Conditions of Service

1. Introduction and Acceptance

These Terms and Conditions ("Terms") govern your access to and use of all products, services, portals, and platforms operated by Buni Health Technologies. "Buni Health Technologies" refers collectively to Buni Systems Inc., a Delaware corporation, and its Kenyan operating subsidiary, Buni Health Limited (collectively, "Buni", "we", "us", or "our").

By accessing or using any Buni product — including Buni Atlas Flamingo, Meridian, PharmaCare, Vigil, AskBuni, or any associated portal, API, or mobile application — you ("User", "you", or "your") agree to be legally bound by these Terms. If you are accessing Buni services on behalf of a health facility, company, county government, or other organisation, you represent that you have authority to bind that entity to these Terms.

If you do not agree to these Terms, you must immediately discontinue use of all Buni services.

2. Definitions

For the purposes of these Terms, the following definitions apply:

• "Buni Atlas" means the suite of regulatory compliance and clinical intelligence products offered by Buni, comprising Flamingo, Meridian, PharmaCare, Vigil, and AskBuni.
• "Flamingo" means the Buni product designed for public health facilities and county government health systems.
• "Meridian" means the Buni product designed for medical specialists and private clinics.
• "PharmaCare" means the Buni product designed for licensed pharmacies.
• "Vigil" means the Buni product serving health insurance providers and diaspora health cover subscribers.
• "AskBuni" means the AI-powered clinical intelligence layer providing decision support, coding assistance, and health data analytics.
• "Clinical Data" means any patient health records, clinical notes, diagnostic information, prescription data, insurance claims, or other health-related data processed through Buni services.
• "DHA" means the Digital Health Agency of Kenya.
• "ODPC" means the Office of the Data Protection Commissioner of Kenya.
• "SHA" means the Social Health Authority of Kenya.
• "Facility" means a health facility, clinic, specialist practice, pharmacy, or insurer that has contracted with Buni for access to Buni Atlas products.
• "Authorised User" means an individual granted access credentials by a Facility to use Buni services.

3. Eligibility and Account Registration

Buni services are intended for use by licensed health facilities, healthcare professionals, pharmacists, insurers, county health departments, and their authorised staff operating in Kenya and the East African region. By registering, you represent that:

• You are at least 18 years of age
• You have the legal capacity to enter into a binding agreement
• Any Facility on whose behalf you register holds valid operating licences issued by the relevant Kenyan regulatory authority (Kenya Medical Practitioners and Dentists Council, Pharmacy and Poisons Board, Insurance Regulatory Authority, or equivalent)
• All information provided during registration is accurate, current, and complete

You are responsible for maintaining the confidentiality of your login credentials and for all activities conducted under your account. You must notify Buni immediately at support@buni.healthof any unauthorised access or suspected security breach.

4. Description of Services

4.1 Regulatory Compliance Infrastructure

Buni provides technology infrastructure to assist health facilities with compliance obligations under Kenyan law, including but not limited to: Digital Health Agency (DHA) Enterprise Service Bus (ESB) onboarding, Legal Notice 77 of 2025 minimum health dataset submission, and data governance aligned with the Data Protection Act, 2019 and ODPC guidelines. Buni does not provide legal or regulatory advice; compliance with applicable law remains the sole responsibility of the Facility.

4.2 Clinical Intelligence (AskBuni)

AskBuni provides AI-assisted clinical decision support, ICD-11 coding assistance, and health data analytics. AskBuni outputs are intended as informational tools to support — not replace — the clinical judgement of licensed healthcare professionals. Buni expressly disclaims any liability arising from clinical decisions made in reliance on AskBuni outputs. All clinical decisions must be made by a qualified and duly licensed health professional.

4.3 Diaspora Health Cover (Vigil)

Buni Vigil facilitates the placement of health insurance products for diaspora subscribers through partnerships with Insurance Regulatory Authority (IRA)-licensed underwriters. Buni acts as a technology intermediary and insurance distribution agent. The insurance policy, coverage terms, and claims obligations are governed exclusively by the relevant underwriter's policy documents and are not the responsibility of Buni.

4.4 Availability

Buni strives for high availability but does not guarantee uninterrupted service. Scheduled maintenance, infrastructure upgrades, force majeure events, or regulatory requirements may result in service downtime. Buni will endeavour to provide advance notice of planned maintenance where practicable.

5. Fees, Payment, and Subscription

Access to Buni services is subject to subscription fees as set out in the applicable Order Form or pricing schedule agreed between Buni and the Facility. The following terms apply:

• All fees are quoted in Kenya Shillings (KES) or United States Dollars (USD) as specified in the Order Form
• Payments are due in advance of each billing period (monthly or annually, as agreed)
• Buni reserves the right to suspend access to services in the event of non-payment after a grace period of fourteen (14) days following the due date
• All fees are exclusive of applicable taxes including Value Added Tax (VAT) as required under Kenyan law; the Facility is responsible for any applicable withholding tax obligations
• Buni may revise its pricing with thirty (30) days' written notice; continued use of services after the effective date of a price revision constitutes acceptance of the revised fees
• Refunds are not provided for prepaid subscription periods, except where Buni is in material breach of these Terms

6. Data Processing and Clinical Data

Buni processes Clinical Data on behalf of Facilities as a data processor under the Data Protection Act, 2019 (Kenya). The Facility is the data controller and is responsible for ensuring that it has a lawful basis for sharing patient data with Buni and that patients have been informed of such processing in accordance with applicable law.

Buni's core commitments in respect of Clinical Data include:

• Clinical Data will be processed solely for the purposes of delivering contracted services
• Buni implements technical and organisational security measures appropriate to the sensitivity of health data
• Clinical Data will not be sold, licensed, or shared with third parties for commercial purposes without express written consent
• Clinical Data for Kenyan facilities is stored on infrastructure hosted within Kenya or within the East African region, in compliance with applicable data localisation requirements

For full details of how Buni processes personal data, please refer to the Buni Health Privacy Policy.

7. Intellectual Property

All software, algorithms, user interfaces, databases, documentation, and other materials comprising the Buni Atlas products are owned by or licensed to Buni Health and are protected by applicable intellectual property laws, including copyright, trade secret, and database rights.

Buni grants each Facility a limited, non-exclusive, non-transferable, revocable licence to access and use the contracted Buni Atlas products solely for the Facility's internal operational purposes during the subscription term.

You may not:

• Copy, modify, adapt, translate, reverse-engineer, decompile, or disassemble any Buni software
• Sublicense or resell access to Buni services
• Use Buni services to build a competing product
• Remove or obscure any proprietary notices or branding

Clinical Data submitted by a Facility remains the property of the Facility and its patients. Buni claims no ownership over such data.

8. Prohibited Use

You agree not to use Buni services to:

• Submit false, fraudulent, or misleading patient data or insurance claims
• Access patient records or clinical data without lawful authorisation
• Attempt to gain unauthorised access to Buni systems, other Facilities' data, or any third-party systems
• Transmit malicious code, viruses, or disruptive data
• Circumvent any security, access control, or data isolation measure implemented by Buni
• Use AskBuni outputs to make clinical decisions without appropriate professional oversight
• Violate any applicable law, including the Data Protection Act, 2019, the Kenya Information and Communications Act, or professional codes of conduct governing healthcare practice

9. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party in connection with the services ("Confidential Information") and not to disclose such information to any third party without prior written consent, except as required by law or regulatory order. Each party shall use Confidential Information solely for the purposes of performing its obligations under these Terms. This obligation survives termination of the agreement for a period of five (5) years.

10. Warranties and Disclaimers

Buni warrants that: (a) it has the right to provide the services described herein; (b) it will process Clinical Data in accordance with its data protection obligations; and (c) it will implement reasonable security measures to protect data from unauthorised access.

Except as expressly set out above, Buni services are provided "as is" and "as available" without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Buni does not warrant that the services will be error-free, uninterrupted, or free from security vulnerabilities.

In particular, Buni makes no warranty that AskBuni AI outputs are accurate, complete, or appropriate for any specific clinical situation. Clinical responsibility rests solely with licensed health professionals.

11. Limitation of Liability

To the maximum extent permitted by applicable law, Buni's total aggregate liability to any Facility or User arising out of or in connection with these Terms shall not exceed the total fees paid by that Facility to Buni in the three (3) months preceding the claim.

In no event shall Buni be liable for: (a) indirect, incidental, special, consequential, or punitive damages; (b) loss of profits, revenue, data, or business opportunities; (c) clinical harm, patient harm, or medical liability arising from reliance on AskBuni outputs; or (d) regulatory penalties incurred by a Facility for non-compliance, even if Buni has been advised of the possibility of such losses.

Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be excluded by law.

12. Indemnification

Each Facility agrees to indemnify, defend, and hold harmless Buni and its officers, directors, employees, and agents from and against any claims, damages, losses, penalties, or expenses (including reasonable legal fees) arising out of or in connection with: (a) the Facility's breach of these Terms; (b) the Facility's violation of applicable law; (c) Clinical Data submitted by the Facility; or (d) clinical decisions made by the Facility's staff in reliance on AskBuni outputs.

13. Term and Termination

These Terms remain in effect for the duration of your subscription and any renewals thereof. Either party may terminate for material breach upon thirty (30) days' written notice (with a cure period of fourteen (14) days). Buni may terminate immediately in cases of fraud, breach of data protection obligations, or actions that put patient safety at risk.

Upon termination:

• Access to Buni services will cease
• Buni will make Clinical Data available for export by the Facility for a period of thirty (30) days following termination
• Thereafter, Buni will securely delete or anonymise Clinical Data in accordance with its data protection obligations

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of Kenya. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any dispute arising out of or in connection with these Terms shall first be referred to good-faith negotiation between senior representatives of both parties for a period of thirty (30) days. If unresolved, disputes shall be submitted to binding arbitration under the Nairobi Centre for International Arbitration (NCIA) Rules, with the seat of arbitration in Nairobi, Kenya. The language of arbitration shall be English.

Notwithstanding the above, either party may seek interim or injunctive relief from a court of competent jurisdiction without prejudice to the arbitration process.

15. General Provisions

• Entire Agreement: These Terms, together with the applicable Order Form and Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements relating to the subject matter.
• Amendments: Buni may update these Terms from time to time. Material changes will be communicated by email or prominent notice within the Buni portal at least thirty (30) days before taking effect. Continued use of the services constitutes acceptance.
• Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be modified to the minimum extent necessary, and the remaining provisions will remain in full force.
• No Waiver: Failure by Buni to enforce any provision of these Terms shall not constitute a waiver of its rights.
• Force Majeure: Neither party shall be liable for delays or failures caused by events beyond its reasonable control, including acts of God, power outages, government orders, or internet infrastructure failures.
• Assignment: You may not assign your rights or obligations under these Terms without Buni's prior written consent. Buni may assign these Terms to a successor entity in connection with a merger, acquisition, or sale of assets.

16. Contact Information

For questions about these Terms, please contact: