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Master Service Agreement

Last updated: July 2026 (revision 1)

This Master Service Agreement ("MSA") governs the commercial and operational relationship between Baselayer.med (the "Company", "we", "us", or "our") and the subscribing Practice ("Practice", "you", or "your") for use of the Baselayer.med platform (the "Service"). It defines how we support the Service, our service-level targets (including uptime and response times), and what happens when something breaks.

This MSA incorporates by reference the Terms and Conditions, Privacy Policy, Data Processing Agreement, and Refund Policy(together, the "Agreement"). By creating an Account, accepting the Terms, or paying Fees, the Practice agrees to this MSA. Where a separately signed order form or enterprise agreement conflicts with this MSA on commercial terms (Fees, term, or custom SLAs), that signed document prevails for those commercial terms only.

1. Agreement Structure

1.1 Order of precedence (highest first) for conflicts on the same subject: (a) a mutually signed order form or enterprise addendum; (b) this MSA for support, SLAs and commercial operations; (c) the DPA for data-processing matters; (d) the Refund Policy for refunds and credits; (e) the Terms; (f) the Privacy Policy.

1.2 Platform role limitations in the Terms (technology platform, not a healthcare provider; Practitioner responsibility for clinical Content) apply fully under this MSA.

2. Definitions

2.1 Capitalised terms have the meanings in the Terms unless defined below:

Business Hours
means Monday to Friday, 08:00–17:00 South Africa Standard Time (SAST), excluding South African public holidays.
Downtime
means a period when the core authenticated Platform (login and primary practice workspace) is unavailable to all Users of the Practice due to a failure within Baselayer.med's control, excluding Exclusions.
Exclusions
means periods excluded from Downtime calculations under section 6.5.
Monthly Uptime Percentage
means ((total minutes in calendar month − Downtime minutes) ÷ total minutes in calendar month) × 100.
Severity 1
means a critical production outage: the Practice cannot log in or the core Platform is unavailable for all Users, with no reasonable workaround.
Severity 2
means a major feature failure that materially impairs primary workflows (for example appointments, consent forms, or billing) for multiple Users, with limited or no workaround.
Severity 3
means a partial impairment or defect with a reasonable workaround available.
Severity 4
means a general question, configuration help, or cosmetic / minor issue.
Service Credit
means a credit against future Subscription Fees calculated under section 6.4.

3. Services

3.1 We will provide the Practice with access to the Service described in the Terms for the subscribed plan (including Solo or Practice tiers and any enabled vertical configuration).

3.2 Features may depend on Subscription level, vertical, Admin activation, and acceptance of addenda (for example the MedPrax Service Addendum).

3.3 We may engage Third-Party Service Providers as described in the Terms, Privacy Policy and DPA. Availability of those providers can affect related features (for example WhatsApp, AI, telehealth video, medical-aid switch).

4. Practice Obligations

4.1 The Practice will: (a) designate at least one Admin contact for support and notices; (b) maintain compatible devices, browsers and internet connectivity; (c) keep User credentials secure and revoke access for departed staff promptly; (d) use the Service only for lawful professional purposes; and (e) comply with the Terms, including practitioner attestation and clinical-responsibility provisions.

4.2 The Practice will cooperate reasonably with troubleshooting (including reproducing issues, providing screenshots or timestamps, and confirming whether an issue is limited to a single device or User).

5. Support

5.1 Channels. Support is available via hello@baselayer.med, in-product chat / help where enabled, and the Help Centre at /help-centre. System status is published at /status.

5.2 Support hours. We aim to staff support during Business Hours. Severity 1 incidents may be monitored outside Business Hours on a best-efforts basis; response targets in section 6.3 are measured in Business Hours unless we expressly offer 24×7 support in a signed enterprise addendum.

5.3 What support covers. Platform availability, Account access, configuration guidance, billing of Subscription Fees, and defect investigation. Support does not include clinical advice, medical-aid adjudication, accounting advice, custom software development, or training beyond published Documentation unless separately agreed.

5.4 What happens when something breaks. Report the issue with Practice name, affected feature, start time, impact (how many Users), and Severity. We will acknowledge, triage, work toward restoration or a workaround, and communicate status updates for Severity 1 and 2 until resolved or mitigated. Root-cause detail may be summarised after restoration where appropriate.

6. Service Levels (SLA)

Service-level targets

The targets below are operational commitments for the standard Subscription. They are not a guarantee of uninterrupted service. Service Credits are the Practice's sole and exclusive remedy for failure to meet the Monthly Uptime target, except where mandatory law provides otherwise.

6.1 Uptime target. We target a Monthly Uptime Percentage of 99.5% for the core authenticated Platform.

6.2 Status. Current operational status for key dependencies is available at baselayer.med/status. Status checks inform transparency; they do not themselves create Downtime credits.

6.3 Support response targets (time to first substantive acknowledgement after a properly submitted ticket):

SeverityTarget first responseTarget update cadence
Severity 1 — Critical outageWithin 2 Business HoursEvery 4 Business Hours until mitigated
Severity 2 — Major impairmentWithin 1 Business DayEvery 1 Business Day
Severity 3 — Partial / workaroundWithin 2 Business DaysAs reasonably needed
Severity 4 — General enquiryWithin 3 Business DaysAs reasonably needed

Response targets are not resolution guarantees. Complex issues may require longer investigation, especially where third-party providers are involved.

6.4 Service Credits if Monthly Uptime Percentage falls below target for a given calendar month:

  • Below 99.5% but at or above 99.0%: credit equal to 5% of that month's Subscription Fees;
  • Below 99.0% but at or above 95.0%: credit equal to 10% of that month's Subscription Fees;
  • Below 95.0%: credit equal to 20% of that month's Subscription Fees.

Credits apply only to future Fees (not cash refunds unless we agree otherwise or the Refund Policy requires it), must be requested by email within thirty (30) days after the end of the affected month, and will not exceed 20% of Fees for that month in aggregate.

6.5 Exclusions from Downtime. The following do not count as Downtime:

  • scheduled maintenance announced with at least twenty-four (24) hours' notice where practicable;
  • emergency maintenance required to address security or stability risk;
  • failures of Third-Party Service Providers, medical-aid schemes, or the public internet;
  • issues limited to the Practice's devices, local network, browser, or misconfiguration;
  • suspension for non-payment, security risk, or Terms breach;
  • force majeure events; and
  • beta, preview or optional features expressly labelled as experimental.

6.6 Telehealth video quality, WhatsApp / email delivery, AI provider latency, MedPrax lookups and medical-aid switch responses depend on third parties and are not included in the core Platform uptime calculation, though we will use reasonable efforts to restore integrations we control.

7. Maintenance and Changes

7.1 We may perform maintenance, updates and feature changes. We will use reasonable efforts to minimise disruption and, for planned maintenance expected to cause material Downtime, to give prior notice via the Platform, email or status page.

7.2 We may add, modify or remove features as described in the Terms. Material degradations of core functionality will be communicated to Admins where practicable.

8. Security and Data

8.1 Security measures, roles (Practice as Controller / Responsible Party; Baselayer.med as Processor / Operator), Sub-Processors, breach notification and retention are governed by the Privacy Policy and DPA.

8.2 On termination, data export and deletion follow the Terms and DPA. The Practice should export needed records before access ends.

9. Fees and Payment

9.1 Fees, billing intervals, free trial, debit-order / card collection and non-payment consequences are as set out in the Terms and the published pricing / plan selection at sign-up.

9.2 Refunds, credits for billing errors and chargebacks are governed by the Refund Policy. Service Credits under section 6 are separate from billing-error refunds.

10. Term and Termination

10.1 This MSA applies for the duration of the Practice's Subscription and any period during which we continue to process Practice data after termination as required by the DPA or law.

10.2 Either party may terminate as described in the Terms. We may suspend or terminate for overdue Fees, security risk, misuse, or material breach.

10.3 Sections that by nature should survive (including liability, indemnity, confidentiality, governing law, and accrued payment obligations) survive termination.

11. Warranties and Disclaimers

11.1 We warrant that we will provide the Service in a professional and workmanlike manner consistent with this MSA.

11.2 Except as expressly stated, and to the maximum extent permitted by law, the Service is otherwise provided on an "as is" and "as available" basis as set out in the Terms. We do not warrant clinical outcomes, uninterrupted third-party integrations, or error-free AI output.

12. Liability and Indemnity

12.1 Limitation of liability, exclusions (including clinical outcomes and third-party services), the Fees-based liability cap, and Practice indemnities are as set out in the Terms.

12.2 Service Credits are the exclusive remedy for SLA uptime failures under section 6, and count toward (and do not expand) any liability cap in the Terms.

13. Confidentiality

13.1 Each party will protect the other's non-public business information disclosed in connection with the Service with reasonable care, and use it only to perform under the Agreement.

13.2 Personal Information is additionally governed by the DPA and Privacy Policy. Practice Content remains owned by the Practice as described in the Terms.

14. Governing Law

14.1 This MSA is governed by the laws of the Republic of South Africa.

14.2 Disputes are subject to the jurisdiction of the courts of South Africa, consistent with the Terms.

15. General

15.1 We may update this MSA when support practices, SLAs or legal requirements change. Material changes will be posted on this page with an updated revision date and, where appropriate, communicated to Admins. Continued use after the effective date constitutes acceptance, except that adverse SLA changes will not apply retroactively to the then-current paid month.

15.2 If any provision is unenforceable, the remainder remains in effect.

15.3 This MSA, together with the incorporated documents, is the entire agreement on its subject matter and supersedes prior discussions on support and SLAs, except for signed enterprise addenda.

16. Contact

16.1 Support and commercial enquiries: hello@baselayer.med

16.2 Status: baselayer.med/status

16.3 Related documents: Terms · Privacy · DPA · Refund Policy