Subscriber onboarding agreement

**Version 0.3 — 10 October 2026 — Draft for review; electronic acceptance required; not yet deployed in the app.**

This draft records proposed contractual commitments, not a certification that every feature, security control or service level is currently implemented. Complete the schedules and obtain legal review for the subscriber’s jurisdiction before using it with live patient data.

This Agreement is between **Wispivas Ltd**, trading as Winam Safe Parenthood Initiative (Wispivas), with registered address and registration number **[complete]**, and the subscriber identified in Schedule A (Subscriber).

The Subscriber may be a licensed facility, an independent provider or an organization responsible for several facilities. Its representative confirms authority to enter this Agreement and to identify the facilities included in the subscription. Separate legal entities must expressly authorize participation; an invitation code alone does not bind them.

The Agreement consists of these terms, the accepted order in Schedule A, the data-processing terms in Schedule B and any signed jurisdiction-specific addendum. Mandatory law prevails. A jurisdiction-specific addendum prevails on its subject matter; Schedule B prevails for patient-data processing; Schedule A prevails for expressly agreed commercial terms. Marketing statements do not amend the Agreement.

Wispivas grants a limited, non-exclusive, non-transferable right to use the Wispivas Vasectomy Clinical Software for the Subscriber’s authorized operations during the subscription and agreed continuing record-access period.

Available functions may support registration, informed-choice documentation, appointments, clinical records, surgical safety checklists, recovery follow-up, post-vasectomy semen analysis (PVSA), training, reporting and financial administration. The activated functions, facilities and integrations must be recorded in Schedule A. Roadmap items are not included unless expressly agreed.

The software supports care coordination. The Subscriber retains responsibility for clinical assessment, voluntary informed consent, eligibility under local law, treatment, emergency response, laboratory interpretation and clearance decisions. Software alerts, educational content, training certificates and automated messages do not establish professional licensure, surgical competence or patient clearance. The Subscriber must review templates and clinical rules before local use.

Access to the free trial begins only after clinic/provider approval and activation. Onboarding requires the Subscriber to:

- Provide accurate legal, facility and contact details and evidence of licences where applicable.
- Nominate a clinic administrator, clinical lead, billing contact and privacy/security contact.
- Approve staff roles, participating facilities and any parent/affiliate arrangement.
- Review the information package, applicable privacy notices and local clinical templates.
- Complete the data-processing and hosting disclosures in Schedule B.
- Verify account access and complete an end-to-end test with synthetic records before entering live patient information.

Wispivas will record the approved scope and provide available onboarding guidance. Approval to use the software is not regulatory approval to provide healthcare. Each party must disclose restrictions that prevent lawful use.

Each user must use an individual account and the required authentication controls, including MFA where required by law or the agreed security configuration. Credentials must not be shared. The Subscriber must promptly remove departed staff and report suspected account compromise.

Clinical permissions follow the approved role and assigned facility. Subscription payment, subscription category, training completion or possession of an invitation code must not independently grant access to clinical records. Sensitive clinical information is restricted to authorized clinical roles; other roles receive only the access necessary for their duties under the approved permission matrix.

Parent organizations administer only their expressly authorized facilities. Affiliate and cross-facility access requires documented authority and a lawful basis. A global platform administration role does not create unrestricted clinical access. Wispivas support access must be authorized, limited, auditable and subject to confidentiality, except necessary emergency security action permitted by law.

The proposed standard trial is **30 days**, starting on the approved activation date. Schedule A must state the trial dates, plan, currency, taxes, doctor count, renewal interval and total charges. The parties must define which doctors count for billing; supportive staff are not separately charged under the current proposed model.

Subscription fees are separate from patient procedure fees, insurance payments, sponsorship and optional training charges. Any exemption or waiver must be recorded. Wispivas will not charge a payment method or start paid automatic renewal without the Subscriber’s express authorization. Where recurring billing is authorized, the renewal amount and cancellation method must be clearly disclosed. Trial reminders will be sent to the nominated billing contact.

**Patient-facing app access is free of charge.** Patients do not pay a Wispivas software subscription, registration fee or access fee to use the patient information pages, registration questionnaire, informed-choice/consent forms, appointment booking, recovery submissions or available patient follow-up information. The Subscriber must not impose a separate software-access charge for these functions. Access remains subject to appropriate identity verification, privacy protections, service availability and the relevant clinical workflow.

Free app access does not make healthcare services free. The clinic may separately charge for consultations, vasectomy, laboratory tests, medicines or other clinical services, subject to applicable law and any sponsorship, insurance or waiver arrangements. Those charges must be clearly disclosed as clinical-service charges before the patient commits to the service. Opening patient pages or submitting registration, consent or recovery information must not itself trigger a clinical-service charge or require payment of a Wispivas subscription. Sponsorship and fee waivers must never replace voluntary informed consent.

Plan names describe contracted capacity and organizational needs; they do not determine geographical authority or clinical permissions. Additional doctors, facilities, integrations or charges require an accepted order change. Proposed price changes require at least **30 days’ notice** and take effect at the next renewal, subject to mandatory law. The Subscriber may cancel before the change takes effect.

Refunds, payment-failure grace periods and disputed invoices follow the completed Schedule A and applicable law. No uncompleted field authorizes a charge. A payment dispute must not cause patient records to be silently deleted.

The Subscriber may cancel using the account cancellation function or written notice to the agreed support address. Wispivas will acknowledge cancellation and state the effective date. Proposed default: cancellation stops the next renewal; paid access continues until the end of the paid period unless otherwise agreed.

After subscription expiry or cancellation, the Subscriber cannot admit/register new patients or start new episodes through the subscription. Authorized users retain access to existing records without requiring subscription reactivation, for as long as Wispivas operates the service and lawfully retains those records under the agreed retention policy. This reflects the intended continuing-access model; it is not a promise of perpetual operation or indefinite storage contrary to law.

Before activation, Schedule A must specify how existing-patient recovery reviews, PVSA results, urgent follow-up, corrections and legally required record completion will continue after cancellation. That pathway must protect continuity of care and cannot be assumed to work until verified.

Wispivas may proportionately restrict accounts for unlawful use, compromised credentials or a material security threat. Where safe and lawful, it will give notice, reasons and an opportunity to remedy, and preserve a secure record-access/export pathway. Reactivation requires current approvals and an accepted subscription; it does not automatically restore obsolete staff permissions.

If Wispivas proposes to discontinue the service, it will provide **[proposed: at least 90 days]** notice and an orderly export period, except where an urgent legal or security requirement prevents this. Retention, return and deletion remain governed by Schedule B.

Wispivas will exercise reasonable care in providing and maintaining the agreed service, communicate material outages and cooperate on fault investigation. Support hours, response targets, uptime commitments, backup frequency, restoration testing and recovery objectives must be stated in Schedule A before they are represented as guaranteed.

The Subscriber must maintain a downtime procedure, emergency contacts and an appropriate independent record/export arrangement. Automated email, SMS, WhatsApp and payment services may depend on third parties. Delivery or payment must be verified where clinically or financially consequential. The software is not an emergency response channel.

No party may claim that this Agreement alone establishes HIPAA compliance, regulatory certification or approval. Where US HIPAA obligations apply, live protected health information requires an appropriate business associate agreement, applicable subcontractor arrangements and verified safeguards. Other jurisdictions may require additional terms and safeguards before activation.

Wispivas retains rights in its software and its original materials. The Subscriber retains its rights in its own branding and records, subject to patients’ rights and applicable law. Wispivas receives only the rights needed to provide the agreed service and meet lawful obligations.

Neither party may disclose the other’s confidential information except to authorized personnel/advisers under confidentiality obligations, as needed for agreed services, or as required by law. Patient information receives the protections in Schedule B. The Subscriber must not attempt unauthorized access, upload unlawful content, misuse another facility’s records or bypass security controls.

Patient data may not be sold, used for advertising, used to train general-purpose AI models or repurposed for independent research under this Agreement. Any proposed additional use requires a separate lawful assessment, appropriate authorization and any necessary ethics approval. Routine service provision does not authorize public use of the Subscriber’s logo or patient testimonials.

Each party is responsible for its own acts, omissions and contractual obligations. Wispivas remains responsible for the service commitments it undertakes; the Subscriber remains responsible for clinical care and its authorized users. This Agreement does not remove patients’ statutory rights or exclude liability that cannot lawfully be excluded.

**Liability cap, exclusions, indemnities and insurance requirements: [to be negotiated and legally reviewed]. No blanket waiver is proposed in this draft.**

The parties will first attempt to resolve a dispute through their nominated representatives within **[proposed: 30 days]**, without preventing urgent protective relief. **Governing law: [proposed: Kenya, subject to local mandatory requirements]. Forum and mediation arrangements: [complete].**

Material contract changes require a recorded amendment or acceptance at renewal with advance notice. Continued use alone does not authorize new data uses or retrospective charges. Formal notices must go to the addresses in Schedule A.

| Item | Agreed entry |
|---|---|
| Subscriber legal name, registration number and address | [complete] |
| Authorized representative and title | [complete] |
| Facilities, countries and affiliate authorizations | [complete] |
| Clinic administrator / clinical lead | [complete] |
| Billing and privacy/security contacts | [complete] |
| Wispivas registered address and formal notice contact | [complete] |
| Plan, billable doctor definition/count and included staff | [complete] |
| Activated functions and integrations | [complete] |
| Trial approval, activation and expiry dates | [complete] |
| Price, currency, taxes, billing interval and first paid date | [complete] |
| Recurring-payment authorization, if any | [explicit opt-in required] |
| Refund policy, payment grace period and fee waivers | [complete] |
| Cancellation channel and effective-date rule | [complete] |
| Existing-patient follow-up after cancellation | [complete and test] |
| Export formats, attachments, assistance and any agreed costs | [complete] |
| Support hours, escalation contacts and service targets | [complete] |
| Backup/restore frequency, recovery objectives and downtime plan | [complete and verify] |
| Retention policy and service-discontinuation notice | [complete] |
| Liability, insurance, governing law and dispute forum | [complete] |

**Activation sign-off:** role permissions verified ☐; synthetic workflow tested ☐; local templates approved ☐; data-processing disclosures completed ☐; continuity/export pathway verified ☐; required jurisdiction addenda executed ☐.

### B1. Roles and instructions

For patient records processed to deliver the Subscriber’s care services, the Subscriber ordinarily determines purposes and lawful means as controller; Wispivas acts as processor on documented instructions. The actual roles must be assessed for each arrangement, including parent and affiliate entities. Wispivas may separately act as controller for its own subscription contacts, billing and necessary business records, as described in its privacy notice; this does not authorize independent use of patient clinical records.

The processing supports the activated services in Schedule A. Data subjects may include patients, authorized contacts and staff. Data may include identifiers, contact details, reproductive/medical history, consent, procedure and recovery records, PVSA results, images, financial information and access logs. Collect only what is necessary. The Subscriber must explain sensitive questions and respect lawful rights to decline optional disclosure.

### B2. Safeguards and personnel

Wispivas will apply appropriate technical and organizational safeguards, including agreed authentication, least-privilege access, facility separation, encryption, audit logging, confidentiality obligations and backup/restore controls. The verified configuration, exceptions and remediation deadlines must be disclosed before activation. Access logs and audit evidence must be protected from unauthorized alteration.

### B3. Hosting, subprocessors and international transfers

Before live-data activation, Wispivas must provide the current hosting locations and a register naming each subprocessor, its function, processing location and applicable contractual safeguards. Third-party integrations may process patient information only within the agreed scope. Equivalent data-protection obligations must flow to subprocessors; Wispivas remains accountable for its contractual processor obligations.

Proposed subprocessor additions or material changes require prior notice **[proposed: 30 days]** and a reasonable opportunity to raise a substantiated data-protection objection. If unresolved, agree an alternative or permit termination of the affected service and secure export. No cross-border transfer may proceed without the applicable lawful mechanism and safeguards. Unknown hosting or vendor details must not be treated as approved.

### B4. Incidents and assistance

Wispivas will notify the Subscriber without undue delay after becoming aware of a personal-data breach; proposed contractual target: an initial notice within **24 hours**, even if investigation is incomplete. It will provide available facts, affected data, containment steps and follow-up updates and preserve relevant evidence. The parties will coordinate legally required regulator and patient notifications; contractual targets do not replace statutory deadlines.

Wispivas will reasonably assist with lawful access/correction requests, impact assessments, regulator enquiries and compliance evidence. The Subscriber coordinates patient requests for its clinical records. No deletion request automatically overrides lawful medical-record retention. If a legal demand requires disclosure, Wispivas will verify it, limit disclosure and notify the Subscriber unless prohibited.

### B5. Retention, export and deletion

Cancellation alone does not instruct deletion. The Subscriber’s documented retention schedule must address local medical-record requirements, patient rights, legal holds, operational records and backups. Wispivas will provide an agreed secure export of records and attachments with sufficient identifiers and context for continuity; formats and availability must be confirmed in Schedule A.

At lawful end of retention, or on a valid return/deletion instruction, Wispivas will return or securely delete data as agreed, subject to legal retention obligations. Any retained data must remain protected and restricted to the required purpose. Backup deletion cycles and any exceptions must be documented, and completion confirmed. Neither party may promise indefinite retention without a lawful purpose.

### B6. Evidence and review

Wispivas will provide reasonable evidence of the agreed safeguards and cooperate with proportionate audits subject to confidentiality, security and other customers’ rights. Material deficiencies require a documented corrective plan. This schedule must be supplemented where applicable law requires more detailed processor, transfer or business associate terms.

The standard onboarding process requires **electronic acceptance in the app**, without printing, scanning or a handwritten signature. The authorized representative must sign in to a verified individual account, review or download the completed Agreement and identified schedules/addenda, enter their full name and title, and confirm authority to bind the identified Subscriber.

The app must present an unchecked box stating: **“I confirm that I am authorized to act for this organization, have reviewed this Agreement and its schedules, and agree to accept them electronically on its behalf.”** The representative must actively select it and press **“Accept and sign agreement.”** A typed name, account login or payment alone does not constitute acceptance.

The acceptance record must preserve the representative’s name, title, verified account identifier, Subscriber’s legal identity, agreement version, exact accepted terms and schedules, timestamp with timezone, acceptance action and an integrity-protected audit reference. Collect additional technical evidence only where necessary, disclosed and lawful. Freeze the accepted version so later edits cannot alter the signed copy. Provide a downloadable agreement and acceptance receipt, and send a copy to the representative and designated organization contact.

Wispivas must record its authorization to issue the agreement and its acceptance through an authorized representative or documented approved electronic contracting process. Where a jurisdiction or negotiated contract requires another execution form, the appropriate electronic-signature process must be agreed and legally reviewed before activation. This clause specifies the intended workflow; it does not certify that the workflow is implemented or legally sufficient in every country.

Material amendments requiring agreement must trigger a fresh electronic acceptance of the revised version. Patient consent and clinical authorization remain separate from this subscriber agreement.

This draft adopts the intended 30-day trial, doctor-based pricing, uncharged supportive staff, separation of billing from clinical permissions and continuing access to existing records. Proposed notice periods and incident targets require operational confirmation. Prices, liability allocation, service levels, retention periods, vendor locations and jurisdiction-specific terms remain unresolved. Do not put this draft into a live acceptance flow until these items are completed and reviewed.

Official reference points used for drafting (accessed 10 October 2026):

- [ODPC FAQs — controller/processor roles](https://www.odpc.go.ke/faqs/).
- [ODPC rights of a data subject — purpose limitation, minimization and transfers](https://www.odpc.go.ke/rights-of-a-data-subject/).
- [ODPC guidance on processing health data](https://www.odpc.go.ke/wp-content/uploads/2024/02/ODPC-Guidance-Note-on-Processing-of-Health-Data.pdf).
- [HHS guidance on HIPAA and cloud computing](https://www.hhs.gov/hipaa/for-professionals/special-topics/health-information-technology/cloud-computing/index.html).