Procon 2026 Master Services Agreement (SaaS)

1. Acceptance of Terms By installing, accessing, or using any software application provided by Procon 2026 Limited ("Procon"), including but not limited to the Patient Dashboard, Appointment Scanner, Clinical Triage, or Tuku (the "Services"), you ("the Client") agree to be bound by these Terms. These terms replace all prior agreements unless a specific overriding contract (such as a Master Agreement) exists.

2. The Service & License Grant Procon grants the Client a non-exclusive, non-transferable license to access the Services via the Client’s Practice Management System (PMS) or web browser.

• SaaS Model: The Services are provided as "Software as a Service." You are paying for access to the platform, hosting, and security maintenance, not for ownership of the code.
• "Installed equals Billed" & Suite Bundling: The Procon Clinical Suite operates as a single, integrated platform. If your practice has any Procon form or module installed or active within your PMS, you are subscribed to the full Clinical Intelligence Suite and will be charged the standard base rate per month (or applicable tier rate). This fee applies absolutely regardless of whether all the tools are actively used, and regardless of usage volume or "clicks".
• Facility Definitions: To ensure our subscription model remains fair and supportive of community health initiatives, this rule is subject to the following facility definitions:
  • Standard Clinics: Any permanent, physical clinic location that operates as a standard primary care provider, generates standard consultation income, and holds its own distinct HPI (Health Provider Index) facility code is counted as one full practice subscription.
  • Satellite & Mobile Clinics: Temporary pop-up clinics, mobile units, or ad-hoc satellite operations that do not have their own distinct HPI and operate out of the parent clinic’s database are covered under the parent clinic’s existing subscription at no additional charge.
  • Part-Time, NGO & School Clinics: Permanent facilities with distinct HPIs that operate strictly on a part-time basis, or operate as non-profit NGOs or Youth/School-based wellness clinics, are eligible for a 50% discount on the applicable subscription rate.

3. Clinical Disclaimer (Critical)

• Decision Support Only: The Services are designed to assist healthcare professionals by displaying relevant data. They do not provide independent medical diagnoses or treatment recommendations.
• Professional Judgment: The Client acknowledges that final clinical decisions remain solely with the treating healthcare provider. Procon is not liable for clinical outcomes resulting from reliance on the data displayed.

4. Support & Maintenance

• Service Availability: We utilise Catalyst Cloud and OSS Group to ensure high availability. We reserve the right to perform maintenance outside of standard business hours.
• Tier 1 Support (Network Clients): If you are accessing the Services under a PHO or Network Tier 1 agreement, your PHO provides First Level Support (user training, login issues). Procon provides Tier 2/3 technical support to the PHO only.
• Tier 2 Support (Direct Practices): If you are a direct subscriber (Tier 2), Procon will provide direct support via our helpdesk.
• Billable Support & No Fault Found (NFF): Support is strictly provided for defects within Procon's proprietary software. If our team investigates a logged issue and determines it is unrelated to Procon software (No Fault Found), or if we are required to fix third-party PMS configurations to make our software function (for example, correcting your practice's PMS screening terms or concept maps), Procon reserves the right to charge for this investigative and remedial time at our standard hourly rates.

5. Data Security & Privacy

• Zero-Persistence Architecture: We adhere to a "Zero-Persistence" policy where possible. Patient data is queried in real-time from your PMS and is not permanently stored on our servers unless required for specific workflows (e.g., Referrals).
• Data Sovereignty: All data is hosted within New Zealand.
• Security Standards: Procon maintains alignment with the HISO 10029 Health Information Security Framework (HISF). We utilise Web Application Firewalls (WAF) and TLS 1.3 encryption.

6. Fees & Payment

• Invoicing: Services are invoiced monthly or annually in advance, as agreed.
• Payment Terms: Payment is due on the 20th of the month following the invoice date.
• Price Reviews: Procon reserves the right to review pricing annually (typically effective 1 July) to account for CPI and infrastructure cost increases.

7. Liability & Indemnity

• Limitation: To the maximum extent permitted by law, Procon’s total liability for any claim arising under these terms is limited to the fees paid by the Client in the 12 months preceding the event.
• Insurance: Procon maintains Professional Indemnity and Public Liability insurance.
• Exclusions: We are not liable for service interruptions caused by third-party failures (e.g., HealthLink, Internet Service Providers, or PMS outages).

8. Term & Termination

• Notice & Duty to Inform: Either party may terminate the Service by providing 30 days' written notice. It is the Client's strict duty and responsibility to formally inform Procon in writing if they no longer require our software, and to ensure their IT provider fully uninstalls it from the PMS.
• Administrative Errors & Credit Limits: In the event of an administrative error by the Client (for example, ceasing to use the software but failing to notify us or failing to uninstall the forms), the automated subscription will continue to be billed. Any retrospective account credits applied due to such administrative errors will be strictly limited to a maximum of one (1) month’s subscription fee.
• Effect of Termination: Upon termination, access to the Services will be revoked. It is the Client’s responsibility to ensure any required clinical notes are saved back to the PMS prior to termination

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