SabiCare365 Limited

Preamble

These Terms of Service ("Terms," "Agreement") constitute a legally binding contract between SabiCare365 Limited ("SabiCare365," "we," "us," or "our"), a company incorporated under the laws of the Federal Republic of Nigeria, and you, the individual or entity accessing or using the SabiCare365 platform ("you," "User," or as further defined below).

SabiCare365 operates a technology-enabled care coordination platform that connects Nigerian diaspora families residing abroad with vetted caregivers in Nigeria, facilitating the remote oversight and management of professional in-home care for elderly individuals ("Care Recipients"). The SabiCare365 platform consists of the Family Web Application, the Caregiver Mobile Progressive Web Application, and the SabiCare365 Administrative Portal (collectively, the "Platform").

BY CREATING AN ACCOUNT, SUBSCRIBING TO ANY SERVICE PLAN, ACCESSING THE PLATFORM, OR CLICKING "I AGREE," YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY. IF YOU DO NOT AGREE, YOU MUST NOT ACCESS OR USE THE PLATFORM. YOUR CONTINUED USE OF THE PLATFORM FOLLOWING ANY AMENDMENT TO THESE TERMS CONSTITUTES ACCEPTANCE OF THE REVISED TERMS.

1. Definitions

The following defined terms apply throughout this Agreement:

"Account"

a registered user profile created on the Platform by a Family Subscriber, Caregiver, or authorised Family Member.

"Care Recipient"

the elderly individual in Nigeria for whom care services are coordinated through the Platform.

"Care Log"

the structured digital report submitted by a Caregiver following each completed Shift, documenting observations, vitals, medications administered, and other care activities.

"Caregiver"

an independent professional care worker domiciled in Nigeria who has been verified, certified, and activated on the Platform to provide in-home care services to Care Recipients.

"Family Member"

a secondary account user invited by a Family Subscriber with read-only access to the Platform's care monitoring features.

"Family Subscriber"

the primary account holder who subscribes to a SabiCare365 plan, typically a member of the Nigerian diaspora residing abroad, who manages care coordination for a Care Recipient.

"Shift"

a scheduled, time-bound period of in-home care service delivered by a Caregiver to a Care Recipient, coordinated through the Platform.

"Subscription Plan"

one of the service tiers (Basic, Standard, or Premium) that governs the scope of Platform features available to a Family Subscriber in exchange for the applicable Monthly Fee.

"Wallet"

the prepaid USD-denominated balance maintained within a Family Subscriber's account for the purpose of funding Shift costs.

"Platform Fee"

the amount retained by SabiCare365 as compensation for providing the Platform: ten per cent (10%) deducted from Caregiver gross earnings per Shift, and three and one-half per cent (3.5%) applied to each Wallet deduction, in each case as published on the Pricing Page.

"User Content"

any data, text, images, or other information submitted to the Platform by Users, including Care Logs, incident reports, messages, photographs, and profile information.

"NDPA"

the Nigeria Data Protection Act 2023, and regulations made thereunder, including applicable guidelines issued by the Nigeria Data Protection Commission.

"Applicable Law"

the NDPA and any other statutes or regulations of the Federal Republic of Nigeria applicable to the Platform and to a User's use of it.

2. Eligibility and Account Registration

2.1 Eligibility

To register as a Family Subscriber, you must: (a) be a natural person at least eighteen (18) years of age or a duly recognised legal entity; (b) have the legal authority to enter into binding contracts; and (c) provide accurate, complete, and current registration information.

To register as a Caregiver, you must: (a) be a natural person at least eighteen (18) years of age; (b) be domiciled in Nigeria; (c) successfully complete the SabiCare365 verification and certification process; (d) possess all licences, certifications, and authorisations required under Nigerian law to provide the category of care for which you are registered; and (e) maintain a valid Nigerian bank account.

2.2 Account Accuracy

You represent and warrant that all information provided during registration and at any time thereafter is true, accurate, complete, and current. You agree to promptly update your account information to maintain its accuracy. SabiCare365 reserves the right to suspend or terminate any account upon discovery of materially false or misleading information.

2.3 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities conducted under your account. You must immediately notify SabiCare365 at legal@sabicare365.com upon any actual or suspected unauthorised access to your account. SabiCare365 shall not be liable for any loss or damage arising from your failure to safeguard your credentials.

2.4 One Account Per User

Each individual may maintain only one account on the Platform. Family Subscribers may invite Family Members to access their account with read-only permissions. Caregivers may not create multiple caregiver accounts.

3. Subscription Plans, Fees, and Payment

3.1 Service Plans

SabiCare365 offers three subscription tiers — Basic, Standard, and Premium — each providing access to a defined set of Platform features in exchange for a monthly fee billed in USD. The current plan features, monthly fees, care-recipient limits, caregiver slot limits, and any included add-ons (such as Telehealth) are published at family.sabicare365.com/pricing ("Pricing Page"), which is incorporated into these Terms by reference. The Pricing Page is the authoritative and always-current source for plan details.

SabiCare365 reserves the right to modify plan features, pricing, and availability upon thirty (30) days' prior written notice. Updated pricing will be reflected on the Pricing Page from the date the notice takes effect. Your continued use of the Platform after such notice constitutes acceptance of the amended terms.

3.2 Billing and Payment

Monthly Subscription Fees are billed in advance on the calendar date corresponding to the commencement of your subscription (the "Billing Date"). Payment is processed automatically via Stripe using the payment method on file. You authorise SabiCare365 to charge your payment method on each Billing Date without further authorisation. All Subscription Fees are stated and charged in United States Dollars (USD).

3.3 Wallet and Shift Payments

Shift costs are funded through your prepaid Wallet. You must maintain a sufficient Wallet balance to book Shifts. A Platform Fee (currently 3.5%, as published on the Pricing Page) is applied on each Wallet deduction at the time of Shift completion. Wallet balances are non-refundable except as required by Applicable Law or at SabiCare365's sole discretion in the event of account termination attributable to SabiCare365's fault.

3.4 Caregiver Compensation

Caregivers are compensated for completed Shifts on a weekly basis. SabiCare365 remits earnings to the Caregiver's registered Nigerian bank account every Friday by 23:59 West Africa Time. A Platform Fee of ten per cent (10%) is deducted from Caregiver gross earnings per Shift, as stated in Section 1 (Definitions) and published on the Pricing Page. Any additional service deductions will be disclosed to Caregivers separately and are subject to change with reasonable prior notice.

3.5 Late Payments and Disputed Charges

If your payment method fails on the Billing Date, SabiCare365 will make reasonable attempts to collect the outstanding amount. Failure to resolve a payment failure within seven (7) days may result in suspension of your account. To dispute a charge, contact SabiCare365 at legal@sabicare365.com within thirty (30) days of the charge date.

3.6 Cancellation and Refunds

You may cancel your Subscription Plan at any time through the Platform's subscription management settings. Upon cancellation: (a) you will not be charged for subsequent billing periods; (b) your subscription will remain active until the end of the current billing period; (c) after the period ends, your account transitions to read-only mode; and (d) no prorated refund is issued for the remaining days of the current billing period, except as required by Applicable Law.

4. Platform Usage, Obligations, and Prohibited Conduct

4.1 Permitted Use

The Platform is provided solely for the purpose of coordinating professional in-home care for elderly individuals in Nigeria. You may use the Platform only for this purpose and in accordance with these Terms and all Applicable Law.

4.2 Family Subscriber Obligations

• Provide accurate and up-to-date information about the Care Recipient, including medical conditions, dietary requirements, emergency contacts, and home address with precise GPS coordinates.
• Maintain a sufficient Wallet balance to fund scheduled Shifts.
• Use the Platform's messaging and feedback features constructively and professionally.
• Promptly review Care Logs and respond to incident notifications.
• Treat caregivers with respect and dignity. SabiCare365 reserves the right to terminate accounts engaging in abusive, harassing, or discriminatory conduct toward caregivers.

4.3 Caregiver Obligations

• Maintain all required licences, certifications, and authorisations to lawfully perform care services in Nigeria.
• Attend all scheduled Shifts unless a cancellation or rescheduling is approved by SabiCare365 Operations.
• Perform GPS check-in and check-out at the start and end of each Shift using the Platform.
• Submit an accurate and complete Care Log after each Shift.
• Immediately report any health incident, emergency, or abnormal observation concerning the Care Recipient through the Platform's incident reporting feature.
• Maintain the confidentiality of all Care Recipient information and family data encountered through the Platform. This obligation survives termination of this Agreement.
• Not engage any subcontractors, assistants, or substitutes to perform Shifts without express prior written authorisation from SabiCare365.

4.4 Prohibited Conduct

• Accessing or attempting to access any account, data, or system component for which you are not authorised.
• Reverse engineering, decompiling, disassembling, or otherwise attempting to derive source code from the Platform.
• Using automated scripts, bots, or other means to access the Platform in a manner not expressly permitted.
• Circumventing, disabling, or interfering with any security or access-control feature of the Platform.
• Using the Platform to solicit direct engagement with Caregivers or Families outside the Platform for the purpose of avoiding Platform Fees.
• Submitting false, misleading, or fraudulent Care Logs, incident reports, or GPS check-ins.

5. Nature of the Relationship

5.1 Technology Platform Only

SabiCare365 is a technology platform that facilitates care coordination. SabiCare365 is not a home care agency, healthcare provider, medical organisation, employment agency, or staffing firm. SabiCare365 does not employ Caregivers and does not provide medical advice, diagnosis, or treatment.

5.2 Independent Caregiver Status

Caregivers are independent contractors. They are not employees, agents, or partners of SabiCare365, and nothing in these Terms creates an employment, agency, joint venture, or partnership relationship. Caregivers are solely responsible for: (a) compliance with all applicable Nigerian labour, tax, and licensing laws; (b) the quality and safety of care services rendered; (c) their own professional conduct and behaviour; and (d) payment of all applicable taxes on earnings received through the Platform.

5.3 No Medical Advice

Nothing on the Platform constitutes medical advice. Care Logs, medication reminders, health observations, and escalation alerts are operational tools for care coordination and do not substitute for professional medical assessment.

6. GPS Monitoring, Care Logs, and Escalation Protocols

6.1 GPS Check-In Consent

By using the Platform, Caregivers expressly consent to GPS-based location verification at the start and end of each Shift. Location data is collected solely for the purpose of verifying attendance at the Care Recipient's home and is retained in accordance with the Privacy Policy.

6.2 Care Log Requirements

Caregivers are contractually required to submit a Care Log as soon as possible after each Shift's completion. Repeated failures to submit Care Logs may result in Caregiver account suspension.

6.3 Escalation Protocols

SabiCare365 operates automated escalation protocols for the following events: Caregiver no-show, Care Log overdue, GPS check-in blocked, and health or safety incidents. These protocols are operational tools, not guarantees of any particular outcome.

6.4 Incident Reporting

Caregivers must report all health concerns, falls, medication errors, behavioural changes, and emergency situations through the Platform's incident reporting feature immediately upon occurrence. Emergency situations requiring immediate medical intervention must also be reported to local emergency services in Nigeria — the Platform is not a substitute for emergency response services.

7. Intellectual Property

All software, content, design, trade marks, service marks, logos, databases, algorithms, and systems comprising the Platform are the exclusive intellectual property of SabiCare365 Limited or its licensors. No licence to any SabiCare365 intellectual property is granted by these Terms beyond the limited right to use the Platform for its intended purpose.

By submitting User Content to the Platform, you grant SabiCare365 a non-exclusive, royalty-free, worldwide, sublicensable licence to use, store, reproduce, process, and display your User Content solely to the extent necessary to operate, improve, and provide the Platform and its services. This licence does not permit SabiCare365 to commercialise or sell User Content to third parties.

Care records — including Care Logs, incident reports, medication records, shift histories, and related documentation — are owned by SabiCare365 as data Controller, while the Family Subscriber retains a perpetual right to access, export, and retain copies of the care records relating to their Care Recipient at any time. The handling of such records is governed by the Data Processing Agreement and the Privacy Policy.

8. Disclaimers and Limitation of Liability

9. Indemnification

You agree to indemnify, defend, and hold harmless SabiCare365 Limited, its officers, directors, employees, contractors, agents, licensors, and successors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from or related to: (a) your use of the Platform in violation of these Terms; (b) any User Content you submit; (c) your violation of any Applicable Law; (d) any misrepresentation made by you; or (e) the care services you provide or receive through the Platform.

10. Dispute Resolution and Governing Law

This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the laws of the Federal Republic of Nigeria.

10.1 Informal Resolution

Before initiating any formal dispute process, both parties agree to attempt to resolve disputes informally by contacting SabiCare365 at legal@sabicare365.com. SabiCare365 will attempt to respond within fifteen (15) business days. If the dispute cannot be resolved informally within thirty (30) business days, either party may pursue formal dispute resolution under Section 10.2.

10.2 Binding Arbitration

If a dispute is not resolved informally under Section 10.1, the parties agree that it shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Mediation Act 2023 of Nigeria. The seat of arbitration shall be Lagos, Nigeria, and the proceedings shall be conducted in the English language.

The courts of the Federal Republic of Nigeria shall have exclusive jurisdiction to grant interim or protective relief, to supervise the arbitration, and to enforce any arbitral award, but shall not otherwise entertain the merits of a dispute that falls to be resolved by arbitration under this Section.

11. Account Suspension and Termination

You may terminate your account at any time by contacting legal@sabicare365.com or using the account closure function in Platform Settings.

SabiCare365 reserves the right to suspend or terminate your account immediately, without notice, if: (a) you materially breach these Terms; (b) you engage in fraudulent, abusive, or illegal conduct; (c) you are found to have submitted falsified Care Logs or GPS data; (d) continued operation of your account poses a risk to the safety of a Care Recipient; or (e) we are required to do so by Applicable Law or court order.

Upon termination: (a) your right to access and use the Platform ceases immediately; (b) SabiCare365 may retain your data as required by Applicable Law or its data retention policy; (c) obligations under Sections 5, 7, 8, 9, and 10 survive termination.

12. Modifications to These Terms

SabiCare365 reserves the right to amend these Terms at any time. Material amendments will be communicated via email and through a prominent notice on the Platform no less than thirty (30) days before the amendment takes effect. Your continued use of the Platform after the effective date of any amendment constitutes your acceptance of the revised Terms.

13. General Provisions

These Terms, together with the Privacy Policy, the Data Processing Agreement for Care Coordination, and the Pricing Page (family.sabicare365.com/pricing), constitute the entire agreement between you and SabiCare365 with respect to the Platform.

If any provision of these Terms is held invalid, illegal, or unenforceable under Applicable Law, the remaining provisions shall continue in full force and effect.

For all legal notices and inquiries under these Terms, email: legal@sabicare365.com.