Terms & Conditions

Last updated: April 2026

Effective date: 7 April 2026

1. Introduction and Acceptance of Terms

These Terms and Conditions (“Terms”) govern your access to and use of the HealXRlabs website located at https://healxrlabs.co.za(the “Website”) and any services, products, content, or features made available through the Website or directly by HealXRlabs (Pty) Ltd (“HealXRlabs”, “we”, “us”, or “our”).

By accessing, browsing, or using this Website, or by engaging our professional services, you (“you”, “your”, the “User”, or the “Client”, as applicable) acknowledge that you have read, understood, and agree to be bound by these Terms, together with our Privacy Policy and Cookie Policy, which are incorporated herein by reference.

If you do not agree to these Terms, you must immediately discontinue your use of the Website and refrain from engaging our services. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms, in which case “you” and “your” will refer to that entity.

2. Definitions

In these Terms, unless the context indicates otherwise:

• “Business Day” means any day other than a Saturday, Sunday, or public holiday in the Republic of South Africa.
• “Client” means any person or entity that engages HealXRlabs for the provision of Services.
• “Confidential Information” means all information, whether written, oral, electronic, or visual, disclosed by one party to the other in connection with these Terms or any Service engagement, which is designated as confidential or which a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
• “Content” means all text, graphics, images, photographs, illustrations, icons, logos, designs, audio, video, software, code, data, and other materials appearing on or forming part of the Website.
• “Deliverables” means all work product, materials, documents, software, designs, reports, and other outputs created or developed by HealXRlabs in the course of providing Services to a Client.
• “Engagement Agreement” means a separate written agreement, statement of work, proposal, or scope document entered into between HealXRlabs and a Client for the provision of specific Services.
• “Intellectual Property” means all patents, trademarks, service marks, trade names, copyrights, design rights, trade secrets, know-how, database rights, and all other intellectual property rights, whether registered or unregistered.
• “Party”means either HealXRlabs or the Client, and “Parties” means both collectively.
• “Services” means the digital transformation consulting, software engineering, UX/UI design, governance, strategy, and related professional services provided by HealXRlabs.
• “Website” means the HealXRlabs website accessible at https://healxrlabs.co.za, including all subdomains, pages, and content.

3. About HealXRlabs

HealXRlabs (Pty) Ltd is a South African digital transformation company specialising in strategy, consulting, software engineering, UX/UI design, and governance services. We help organisations navigate digital transformation by delivering end-to-end solutions that span strategic advisory, technology implementation, and operational optimisation.

• Registered Name: HealXRlabs (Pty) Ltd
• Trading As: HealXRlabs
• Address: 20 Mirage Drive, Johannesburg, Gauteng 1724, South Africa
• Email: team@healxrlabs.co.za
• Telephone: +27 78 716 0366
• Website: https://healxrlabs.co.za

4. Use of Website

You may use the Website only for lawful purposes and in accordance with these Terms. You agree not to:

• Use the Website in any way that violates any applicable national or international law or regulation, including the ECT Act, the Consumer Protection Act, or POPIA;
• Use the Website to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material, spam, or any other form of solicitation;
• Attempt to gain unauthorised access to any portion of the Website, other accounts, computer systems, or networks connected to the Website, through hacking, password mining, or any other means;
• Introduce any viruses, trojan horses, worms, logic bombs, keystroke loggers, spyware, adware, or other material which is malicious or technologically harmful;
• Use any robot, spider, scraper, or other automated means to access the Website for any purpose without our express written permission;
• Reproduce, duplicate, copy, sell, resell, or otherwise exploit any portion of the Website, use of the Website, or access to the Website without our express written permission;
• Frame, mirror, or otherwise incorporate any part of the Website into any other website or application without our prior written consent;
• Interfere with or disrupt the integrity or performance of the Website or any data contained therein;
• Impersonate or attempt to impersonate HealXRlabs, a HealXRlabs employee, another user, or any other person or entity; or
• Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which may harm HealXRlabs or users of the Website.

We reserve the right to terminate or suspend your access to the Website immediately, without prior notice or liability, if you breach any provision of these Terms.

5. User Accounts

Certain features of our Website or Services may require you to create an account or provide login credentials. If you create an account, you agree to:

• Provide accurate, current, and complete information during the registration process;
• Maintain and promptly update your account information to keep it accurate, current, and complete;
• Maintain the security of your account by not sharing your password or login credentials with any third party;
• Accept responsibility for all activities that occur under your account;
• Notify us immediately of any unauthorised use of your account or any other breach of security.

We reserve the right to disable any user account at any time if, in our opinion, you have failed to comply with any provision of these Terms.

6. Services Description

HealXRlabs provides a range of digital transformation and technology consulting services, which may include but are not limited to:

• Digital transformation strategy and advisory
• Custom software development and engineering
• Web application and mobile application development
• User experience (UX) and user interface (UI) design
• Brand identity and visual design
• IT governance, risk, and compliance consulting
• Cloud architecture and infrastructure advisory
• Data strategy and analytics
• Technology training and workshops
• Ongoing support and maintenance services

The specific scope, deliverables, timelines, and terms of any Services engagement shall be set out in a separate Engagement Agreement between HealXRlabs and the Client. In the event of any conflict between these Terms and a specific Engagement Agreement, the Engagement Agreement shall prevail to the extent of the conflict.

Information about our Services presented on the Website is for general informational purposes only and does not constitute an offer or a binding commitment to provide any specific service. All service descriptions are subject to change without notice.

7. Engagement Terms

Professional services engagements with HealXRlabs typically follow the process outlined below:

• Discovery: An initial consultation to understand your requirements, objectives, and constraints. This may involve meetings, workshops, or questionnaires.
• Proposal: Based on the discovery phase, we will provide a written proposal or quotation detailing the proposed scope of work, deliverables, timeline, and fees.
• Agreement: Upon acceptance of the proposal, the Parties will enter into a formal Engagement Agreement or statement of work.
• Execution: We will commence work in accordance with the agreed scope, timeline, and milestones. Regular progress updates and communication will be provided as specified in the Engagement Agreement.
• Review and Acceptance: Deliverables will be submitted for your review and acceptance in accordance with the review procedures set out in the Engagement Agreement.
• Completion: Upon final acceptance of all deliverables and receipt of all payments, the engagement will be deemed complete.

Both Parties agree to cooperate in good faith and provide timely responses, feedback, approvals, and access to information and systems as reasonably required for the successful delivery of Services. Delays caused by the Client's failure to provide necessary information, approvals, or access may result in revised timelines and additional fees.

8. Quotations and Proposals

All quotations and proposals issued by HealXRlabs are:

• Valid for a period of 30 (thirty) calendar days from the date of issue, unless otherwise stated in writing;
• Based on the information and requirements provided to us at the time of preparation -- if the requirements change, we reserve the right to revise the quotation accordingly;
• Exclusive of Value Added Tax (VAT) at the prevailing rate, unless expressly stated otherwise;
• Not binding on HealXRlabs until accepted by both Parties and formalised in a signed Engagement Agreement;
• Subject to the availability of resources and personnel at the time of acceptance.

Acceptance of a quotation or proposal must be communicated in writing (which includes email). Verbal acceptance will not be considered binding.

9. Fees and Payment Terms

Fees for our Services are set out in the relevant Engagement Agreement, quotation, or proposal. Unless otherwise agreed in writing:

• Payment Terms: Invoices are payable within 14 (fourteen) days of the date of invoice, unless alternative payment terms are agreed in the Engagement Agreement.
• Deposits: We may require an upfront deposit or advance payment before commencing work. The deposit amount and terms will be specified in the Engagement Agreement.
• Milestone Payments: For larger engagements, payment may be structured against agreed milestones or deliverables. Payment schedules will be set out in the Engagement Agreement.
• Currency: All fees are quoted and payable in South African Rand (ZAR), unless otherwise agreed in writing.
• VAT: All fees are exclusive of Value Added Tax (VAT) at the rate prevailing at the time of invoicing (currently 15%), unless expressly stated otherwise.
• Late Payment: If payment is not received by the due date, HealXRlabs reserves the right to: (a) charge interest on the outstanding amount at the rate prescribed in the Prescribed Rate of Interest Act, 1975 (Act 55 of 1975) or 2% per month, whichever is greater; (b) suspend the provision of Services until all outstanding amounts have been settled; and (c) institute legal proceedings to recover the outstanding amount, including reasonable legal costs on an attorney-and-client scale.
• Additional Work: Any work that falls outside the scope of the Engagement Agreement will be quoted for separately and will only be undertaken upon written approval from the Client.
• Expenses: Reasonable out-of-pocket expenses (such as travel, accommodation, and third-party software licences) incurred in the delivery of Services will be invoiced separately unless included in the quoted fee. Prior approval from the Client will be obtained for any material expenses.

10. Intellectual Property -- Website Content

All Content on this Website, including but not limited to text, graphics, logos, icons, images, illustrations, audio clips, video clips, digital downloads, data compilations, software, and the selection and arrangement thereof, is the property of HealXRlabs or its content suppliers and is protected by South African and international copyright, trademark, and other intellectual property laws.

The HealXRlabs name, logo, tagline, and all related names, logos, product and service names, designs, and slogans are trademarks of HealXRlabs. You may not use such marks without the prior written permission of HealXRlabs.

You are permitted to view, download, and print Content from the Website for your own personal, non-commercial, informational purposes only, provided that you:

• Do not modify or alter any Content;
• Do not remove any copyright, trademark, or other proprietary notices;
• Do not use the Content for any commercial purpose without our express written consent;
• Acknowledge HealXRlabs as the source of the Content.

Any unauthorised use of the Content may give rise to a claim for damages and/or be a criminal offence under the Copyright Act, 1978 (Act 98 of 1978) and the Counterfeit Goods Act, 1997 (Act 37 of 1997).

11. Intellectual Property -- Service Deliverables

Unless otherwise agreed in a specific Engagement Agreement, the following provisions apply to Intellectual Property in Service Deliverables:

• Client-Specific Deliverables: Upon full payment of all fees and charges relating to the engagement, Intellectual Property rights in the Deliverables specifically created for the Client shall be assigned to the Client, unless otherwise agreed. Until full payment is received, all Intellectual Property rights remain with HealXRlabs.
• Pre-Existing Intellectual Property: All Intellectual Property that existed prior to the engagement, or that is developed by HealXRlabs independently of the engagement, remains the property of HealXRlabs. Where pre-existing Intellectual Property is incorporated into Deliverables, the Client is granted a non-exclusive, non-transferable, perpetual licence to use such Intellectual Property solely in connection with the Deliverables.
• Tools, Frameworks, and Methodologies: HealXRlabs retains ownership of all proprietary tools, frameworks, methodologies, templates, code libraries, components, and know-how used in the delivery of Services. The Client receives no rights to these items except as expressly set out in the Engagement Agreement.
• Open-Source Software: Where open-source software is used in Deliverables, such software remains subject to the applicable open-source licence terms. HealXRlabs will use reasonable efforts to disclose any material open-source components incorporated into Deliverables.
• Third-Party Materials: Where third-party materials (e.g., stock images, fonts, libraries) are incorporated into Deliverables, such materials remain subject to the relevant third-party licence terms. The Client is responsible for ensuring compliance with such licence terms.
• Portfolio Rights: Unless otherwise agreed in writing, HealXRlabs reserves the right to display and reference Deliverables (excluding Confidential Information) in its portfolio, case studies, marketing materials, and on its Website for promotional purposes.

12. Confidentiality

Each Party agrees to keep confidential and not to disclose to any third party any Confidential Information received from the other Party in connection with these Terms or any Service engagement, except:

• To the extent required by law, regulation, or court order;
• To professional advisors who are bound by a duty of confidentiality;
• To employees, contractors, or agents who need to know the information for the purpose of performing obligations under the engagement, provided they are bound by confidentiality obligations no less protective than these Terms;
• Where the information is or becomes publicly available through no fault of the receiving Party;
• Where the receiving Party can demonstrate that it already possessed the information prior to disclosure; or
• With the prior written consent of the disclosing Party.

The confidentiality obligations in this section shall survive the termination of these Terms and any Engagement Agreement for a period of 3 (three) years from the date of termination, unless a longer period is specified in the Engagement Agreement.

13. Data Protection

Both Parties acknowledge their respective obligations under POPIA and agree to process any personal information received in connection with these Terms or any Service engagement in accordance with the requirements of POPIA.

Where HealXRlabs processes personal information on behalf of the Client in the course of providing Services, HealXRlabs shall act as an Operator (as defined in POPIA) and shall:

• Process personal information only on the documented instructions of the Client;
• Implement appropriate technical and organisational security measures;
• Not engage a sub-processor without the prior written consent of the Client;
• Assist the Client in responding to data subject requests and regulatory enquiries;
• Notify the Client without undue delay upon becoming aware of a data breach;
• Delete or return all personal information upon termination of the engagement, unless retention is required by law.

For full details on how HealXRlabs handles personal information, please refer to our Privacy Policy.

14. Disclaimers and Warranties

14.1 Website Disclaimer

The Website and its Content are provided on an “as is” and “as available” basis, without any representations or warranties of any kind, whether express, implied, or statutory. To the fullest extent permitted by applicable law, HealXRlabs disclaims all warranties, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement;
• Warranties that the Website will be uninterrupted, error-free, secure, or free of viruses or other harmful components;
• Warranties regarding the accuracy, reliability, completeness, or timeliness of the Content.

14.2 Services Warranty

HealXRlabs warrants that it will perform the Services with reasonable skill and care, consistent with generally accepted industry standards. Except for this express warranty, HealXRlabs makes no other warranties regarding the Services, including any warranty that the Services will achieve any particular result or outcome, or that Deliverables will be free from all defects.

Information, advice, and recommendations provided as part of our Services are based on the information available to us at the time and should not be relied upon as a substitute for independent professional advice. Decisions made based on our advice are taken at the Client's own risk.

15. Limitation of Liability

To the maximum extent permitted by applicable law, including the Consumer Protection Act, 2008 (Act 68 of 2008):

• Exclusion of Indirect Damages: HealXRlabs shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business, loss of goodwill, business interruption, or any economic loss, whether arising in contract, delict (tort), strict liability, or otherwise, even if HealXRlabs has been advised of the possibility of such damages.
• Cap on Liability:HealXRlabs's total aggregate liability to the Client arising out of or in connection with these Terms, any Engagement Agreement, or the provision of Services shall not exceed the total fees actually paid by the Client to HealXRlabs under the relevant Engagement Agreement during the 12 (twelve) month period immediately preceding the event giving rise to the claim.
• Website Liability:HealXRlabs's total liability for any claims arising out of or in connection with your use of the Website shall not exceed R5,000 (five thousand South African Rand).
• Time Limitation: No claim arising under these Terms may be brought more than 12 (twelve) months after the event giving rise to the claim, unless a longer period is required by law.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by gross negligence, fraud, or wilful misconduct.

16. Indemnification

You agree to indemnify, defend, and hold harmless HealXRlabs, its directors, officers, employees, agents, contractors, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees on an attorney-and-client scale) arising out of or in connection with:

• Your use of the Website in violation of these Terms;
• Your breach of any representation, warranty, or obligation under these Terms;
• Any materials, content, or information you provide to HealXRlabs that infringes the Intellectual Property rights or other rights of a third party;
• Any claim by a third party arising from Services provided by HealXRlabs using information, materials, or instructions provided by you; or
• Your violation of any applicable law or regulation.

17. Force Majeure

Neither Party shall be liable for any failure or delay in performing its obligations under these Terms or any Engagement Agreement to the extent that such failure or delay is caused by a Force Majeure Event. A “Force Majeure Event” means any event beyond the reasonable control of the affected Party, including but not limited to:

• Natural disasters (earthquakes, floods, storms, fire);
• Epidemics, pandemics, or public health emergencies;
• War, armed conflict, terrorism, riots, or civil unrest;
• Government sanctions, embargoes, or regulatory actions;
• Load shedding, power outages, or failures of electrical supply;
• Interruptions to internet connectivity or telecommunications infrastructure;
• Labour disputes, strikes, or industrial action;
• Cyberattacks, including denial-of-service attacks, ransomware, or data breaches affecting critical infrastructure.

The affected Party shall promptly notify the other Party of the Force Majeure Event and shall use reasonable efforts to mitigate its effects. If a Force Majeure Event continues for more than 60 (sixty) consecutive days, either Party may terminate the affected Engagement Agreement upon written notice.

18. Termination

18.1 Website Access

We may terminate or suspend your access to the Website immediately, without prior notice or liability, for any reason, including without limitation if you breach these Terms.

18.2 Service Engagements

Termination of Service engagements shall be governed by the specific Engagement Agreement. In the absence of specific termination provisions in the Engagement Agreement:

• Either Party may terminate the engagement by providing 30 (thirty) days' written notice to the other Party;
• Either Party may terminate the engagement immediately upon written notice if the other Party commits a material breach and fails to remedy such breach within 14 (fourteen) days of receiving written notice of the breach;
• HealXRlabs may suspend or terminate the engagement immediately if the Client fails to make payment when due, after receiving a written reminder and a further 7 (seven) day grace period.

18.3 Effect of Termination

Upon termination of a Service engagement:

• The Client shall pay all fees for Services rendered up to the date of termination, including any work in progress;
• HealXRlabs shall deliver to the Client all completed and partially completed Deliverables for which payment has been received;
• Each Party shall return or destroy all Confidential Information of the other Party;
• Sections relating to Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, and Governing Law shall survive termination.

19. Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or in connection with these Terms or any Engagement Agreement (“Dispute”), the Parties agree to follow the dispute resolution process set out below:

• Negotiation: The Parties shall first attempt to resolve the Dispute through good faith negotiation between their respective senior representatives within 14 (fourteen) Business Days of written notice of the Dispute.
• Mediation:If the Dispute is not resolved through negotiation, the Parties shall submit the Dispute to mediation administered by the Arbitration Foundation of Southern Africa (“AFSA”) in accordance with AFSA's mediation rules. The mediation shall take place in Johannesburg, Gauteng.
• Arbitration:If the Dispute is not resolved through mediation within 30 (thirty) days of the commencement of mediation, the Dispute shall be referred to and finally resolved by arbitration administered by AFSA in accordance with AFSA's arbitration rules. The arbitration shall take place in Johannesburg, Gauteng, before a single arbitrator. The decision of the arbitrator shall be final and binding on the Parties.

Nothing in this clause prevents either Party from seeking urgent interim relief from a court of competent jurisdiction where necessary to protect its rights.

20. Governing Law

These Terms and any Engagement Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa, without regard to conflict of law principles. The following South African legislation is particularly relevant to these Terms:

• The Constitution of the Republic of South Africa, 1996;
• The Consumer Protection Act, 2008 (Act 68 of 2008);
• The Electronic Communications and Transactions Act, 2002 (Act 25 of 2002);
• The Protection of Personal Information Act, 2013 (Act 4 of 2013);
• The Copyright Act, 1978 (Act 98 of 1978);
• The Companies Act, 2008 (Act 71 of 2008);
• The Income Tax Act, 1962 (Act 58 of 1962);
• The Value-Added Tax Act, 1991 (Act 89 of 1991).

Subject to the dispute resolution provisions in Section 19, any legal proceedings arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the High Court of South Africa, Gauteng Division, Johannesburg.

21. Electronic Communications and Transactions Act Compliance

In compliance with Section 43 of the Electronic Communications and Transactions Act, 2002 (Act 25 of 2002), we provide the following information:

• Full Name: HealXRlabs (Pty) Ltd
• Physical Address: 20 Mirage Drive, Johannesburg, Gauteng 1724, South Africa
• Email: team@healxrlabs.co.za
• Telephone: +27 78 716 0366
• Website: https://healxrlabs.co.za

The Website complies with the requirements of the ECT Act regarding electronic communications and transactions. All data messages sent to or from HealXRlabs via the Website shall be regarded as having been received when the complete data message enters an information system designated or used for that purpose by the addressee, in accordance with Section 23 of the ECT Act.

We acknowledge and respect the right of consumers to cancel electronic transactions within 7 (seven) days of concluding the transaction, where applicable, in terms of Section 44 of the ECT Act, subject to the exceptions set out in the Act.

22. Severability

If any provision of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, the remaining provisions shall continue in full force and effect. The invalid, unenforceable, or illegal provision shall be deemed modified to the minimum extent necessary to make it valid, enforceable, and legal while preserving the original intent of the Parties. If such modification is not possible, the relevant provision shall be deemed deleted.

23. Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, and any applicable Engagement Agreement, constitute the entire agreement between you and HealXRlabs with respect to the subject matter hereof. These Terms supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Website and the Services.

No variation, amendment, or waiver of any provision of these Terms shall be effective unless it is in writing and signed by or on behalf of both Parties. No failure or delay by either Party in exercising any right, power, or remedy shall operate as a waiver of that right, power, or remedy.

24. Assignment

You may not assign, transfer, sub-contract, or otherwise delegate any of your rights or obligations under these Terms without our prior written consent. HealXRlabs may assign or transfer its rights and obligations under these Terms to any successor entity, affiliate, or as part of a merger, acquisition, corporate restructuring, or sale of all or substantially all of its assets, without requiring your consent, provided that the assignee agrees to be bound by these Terms.

25. Notices

All notices, requests, demands, and other communications required or permitted under these Terms shall be in writing and shall be deemed to have been duly given when:

• By email:When received by the recipient's email server, provided that the sender does not receive a delivery failure notification. Notices to HealXRlabs shall be sent to team@healxrlabs.co.za.
• By registered post:7 (seven) Business Days after posting by registered mail to the relevant Party's physical address. Notices to HealXRlabs shall be posted to: 20 Mirage Drive, Johannesburg, Gauteng 1724, South Africa.
• By hand delivery:Upon delivery to the relevant Party's physical address during normal business hours.

Either Party may change its address for notices by giving written notice of such change to the other Party.

26. Changes to Terms

We reserve the right to modify, amend, or replace these Terms at any time, at our sole discretion. When we make material changes to these Terms, we will:

• Update the “Last updated” date at the top of this page;
• Post the revised Terms on our Website;
• Where the changes are significant, provide prominent notice on our Website.

It is your responsibility to review these Terms periodically. Your continued use of the Website after the posting of revised Terms constitutes your acceptance of and agreement to the revised Terms. If you do not agree to the revised Terms, you must immediately discontinue your use of the Website.

Changes to Terms will not apply retrospectively to existing Engagement Agreements unless both Parties agree in writing.

27. Contact Details

If you have any questions, concerns, or feedback regarding these Terms and Conditions, please contact us:

• Company: HealXRlabs (Pty) Ltd
• Address: 20 Mirage Drive, Johannesburg, Gauteng 1724, South Africa
• Email: team@healxrlabs.co.za
• Telephone: +27 78 716 0366
• Website: https://healxrlabs.co.za