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Agreement for Doctor
This Agreement together with its other attachments including appendixes (together called and referred to as “Agreement”) are made and effective on today after account holder agree and create his account in MYONLINE.CLINIC PORTAL.
BETWEEN: HEALTHIT SOLUTIONS, a Private Limited Company, organized and existing under the laws of United Kingdom, registered under the license number 15119763 (the “Operator“), with its head office located at: WC2H-9JQ London, UK.
AND: ACCOUNT HOLDER,
WHEREAS, Operator has developed a website known as “My online clinic Portal” (“Platform”) and desires to provide medical professionals with the opportunity to provide remote health services; and NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and intending to be legally bound, the parties agree hereto as follows:
Definitions
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- A. “Affiliate” shall mean an entity in which either party has a controlling interest.
- b. “Authorities” any government or semi government institute including judicial authorities.
- c. “Patient” any natural person who places a Service Order via the Platform
- d. “E-Commerce” shall mean provision of services to its Patients via the Platform. E-Commerce also includes any related business and marketing activities supporting such Services.
- e. “Health Information shall mean personal health information for primary purpose as per the legislation; include any information to which only medical Practitioner have access, by virtue of being a licensed medical Practitioner as per Law.
- f. “Services” mean providing services provided by the Service Provider including (not limited to) Remote Medical Consultation, Remote Diagnosis, Remote Medical Consultations and Remote Medical Prescriptions or any one of the above services.
- g. “Service Order” means electronic order Patient submits via the Platform which describes the services Patient requires from the Service Provider.
- h. “Service Provider Content” shall have the meaning set out in clause 6.
- i. “Laws” shall mean all regulations and any other laws, ordinances, orders, statutes, rules, ministerial resolutions or policies in the jurisdiction where Service Provider and/or Patients are as per the regulatory requirements of the respective jurisdiction
- j. “Platform” shall have the meaning set out in recital to this Agreement
- k. “State” means the country from where the Service Provider renders tele health services as licensed and/or where the Patient is (as applicable)
- l. “Health Authority” means any competent heath authority overseeing provision of remote healthcare Services in the relevant State.
- m. “Term” shall have the meaning set out in clause 1.
1. Agreement Term
The term of this Agreement shall commence as of the date of this Agreement and continues until the Operator or Service Provider terminates this Agreement pursuant to terms and conditions herein (“Term”). However, the Agreement will continue to govern the Services provided by the Service Provider prior to the termination.
2. Obligations of The Operator
- a. Receive and transmit Patient’s Service Requests to the Service Providers,
- b. Accept payments (only at the request of the Service Provider) on behalf of the Service Providers through payment gateways (the “Payment Gateways“) and to refund as per the refund policy if payments are accepted by the Operator. However, the Operator shall not be responsible to refund any payments which are accepted by the Service Provider directly.
- c. to enable the Patients to procure Services;
- d. to enable Service Providers to be apparent on the Platform to Patients.
- e. Providing a fully technical network ensuring the best way of providing remote health services as per the instructions of the Service Provider.
- f. Provide servers in the State for the storage and archiving of information as well as a backup therefor (only for the data received by the Operator as disclosed in the data privacy policy) and prohibit any access thereto unless by the authorized persons.
3. Representations and Warranties.
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- a. it has licenses from the relevant Health Authority/Authority to provide remote health services.
- b. The Services provided by Service Provider to the Patients;
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- a. complies with all applicable Laws and/ or any other applicable law;
- b. it has secured any and all clearances, permissions, approvals, authorizations, rights necessary for providing such Services.
- c. Complies with conditions and controls stipulated by Law concerning protection of Health Information.
- d. Not to include any identifiable Health Information in any communication with the Service Provider.
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4. Obligations of Service Provider
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- a. The Service Provider shall be responsible to the Authorities for the standards required for the technical network that guarantees the effective provision of telehealth and tele health platforms as per the standards set by the Health Authority as Operator’s obligation is limited to providing a basic platform to enable the Service Provider to provide Services;
- b. It shall be the responsibility of the Service Provider to inform (in writing) Operator of the requirements that should be maintained by a system/ Platform which provides remote health services and data protection requirements (Operator’s liability shall be limited to the instructions provided by the Service Provider in writing) and Service Provider agrees to notify Operator if any requirements for such system have been amended or repealed.
- c. The Service Provider shall be obliged to comply with specific & ICT related requirements as per Law and shall take the responsibility for any non-compliance requirements.
- d. The Service Provider shall maintain an insurance coverage for the medical errors resulting from or due to such Services
- e. Shall be responsible to provide alternative ways for communication between the Service Provider and the Patient
- f. The Service Provider shall comply with conditions and controls on Medical Responsibility as per applicable Law, health policies, guidelines instructions applicable to the State
- g. The Service Provider shall attend special training that is appropriate to the provision of remote health service, including: training in the professional, technical and legal aspects, as determined by the Health Authority in this regard
- h. The Service Provider shall provide the service through a diagnostic center that is licensed by the health authority in his country and in the Country where he is working if required as per the Law.
- i. The Service Provider shall obtain the consent from the Patients (consent for incompetent or underage Patients must be obtained for the Patient’s legal guardian) before provision of any Services to Patients.
- j. Comply with the high-quality standards regarding the telephone systems and call recordings.
- k. Shall be equipped with the necessary technological devices for the registration and documentation of health services which are remotely provided as per the standards required by the Law.
- l. The Service Provider shall provide the service after reviewing the previous medical records of the Patient and all reports related thereto, for the purpose of reaching a precise diagnosis and preparing the necessary report as required.
- m. The Service Provider shall obtain all medical data related to the Patient before preparing the report
- n. Provide alternative ways for communication between the Service Provider and the Patient.
- o. In all cases the Service Provider who is directly dealing with the Patient shall be solely responsible for any health care act provided to the Patient.
- p. The Service Provider shall provide to the Operator, the documents to verify the licenses issued by the Authority to provide remote health services. However, the obligation is on the Service Provider and is liable to Patients in case if disputed by any third party/Patient/Authority to the effect that the Service Provider is not eligible to provide such Services
- q. Comply with Law on the use/protection of the Information and Communication Technology (ICT) in Health Field, any amendments or any other law, circulars, guidelines, instructions concerning Health Information and be responsible to comply with all the procedures and guidelines for using information as per Law.
5. Relationship Between Operator, Service Provider and Patients
- a. The contractual relationship for services is always made directly between the Service Provider and the Patient.
- b. The Service Provider carries out billing for his own account unless otherwise agreed between the Operator and the Service Provider.
- c. The Operator assumes no responsibility for disruptions of any kind in the legal relationship between Operator and Patients.
- d. The Operator does not verify Patients ability to pay or any other document and does not assume any guarantee, liability or responsibility for possible payment defaults or any other default, action or omission on the part of the Patients.
- e. The Service Provider shall be solely responsible for its use of the portal and Services and the provision of services to Service Provider’s Patients.
- f. The Operator does not carry-on due diligence to ensure that the Service Provider complies with the requirements of the Law in order to be eligible to provide remote health care services to the Patients and does not assume any guarantee, liability or responsibility for possible non-compliance/defaults on the part of the Service Provider and in case of any violation, the Service Provider shall be solely responsible to the authorities and/or Operator and/or Patient.
- g. The Operator does not mediate in disputes between the Patients and Service Providers.
6. Authorizations
- a. Service Provider grants to the Operator the non-exclusive, worldwide, royalty-free right and license to use and display any service information, specifications, data, images, and/or any intellectual property rights for use in its E-Commerce business during the Term of this Agreement (“Service Provider Content”).
- b. Operator may use Service Provider Content for any purpose related to its E-Commerce business or in furtherance of promoting Service Provider’s services, including use in Operator’s websites, emails, and marketing or advertising campaigns. Service Provider acknowledges that Operator is relying upon Service Provider to ensure that all Service Provider Content is accurate, available and complete, and Service Provider agrees to notify Operator and revise and resubmit Service Provider Content promptly upon discovery that it is inaccurate or non-available.
- c. The Service Provider control access to the Service Provider’s account its data and data (including Health Information) shared with the Service Provider by the Patient and the Service Provider can edit data anytime and it’s the responsibility of the Service Provider to provide accurate information to the Patients.
- d. Except for the license granted to Operator herein, Service Provider retains all right, title, and interest to Service Provider Content.
- e. The Service Provider consent to receive communications from the Operator electronically and, consents that agreements signed by the Patient and the Service Provider satisfy the requirement that such consent forms and communications be in writing.
- f. The Service Provider will be given limited access until required documents of the Service Provider are verified by the Operator. However, the Service Provider shall only provide services which the Service Provider is legally permissible to provide as per Law once the full access to the Service Provider’s account is given to the Service Provider by the Operator.
7. Service Offer and Availability
- a. The Operator reserves the right to add to the services offered on Platform or to limit the use of the services provided. The Service Provider shall immediately inform incase if he is not willing to provide any services apparent under his designated account on the Platform.
- b. There is no entitlement to uninterrupted use for services. There is no guarantee that the access or use of Platform will not be interrupted or impaired by maintenance work, further developments or otherwise by malfunctions, which may also lead to data loss. Operator endeavors to ensure the uninterrupted usability of the Platform. However, temporary malfunctions or interruptions can occur due to technical faults (such as an interruption in the power supply, hardware and software errors, technical problems in the data lines).
- c. The Operator is furthermore entitled on behalf of the Service Providers to cancel services.
8. Responsibility of The Service Provider for Access Data
- a. The access data, including the password, must be kept secret and under no circumstances made accessible to unauthorized third parties.
- b. It is also the responsibility of the Service Provider to ensure that his access to the Platform and the use of the services available on Platform are exclusively used by the Service Provider. If there is any fear that unauthorized third parties have or will have knowledge of the access data, must be informed immediately to the Operator and relevant Authorities as per Law.
- c. The Service Provider is fully responsible for any use and / or other activity/ instructions/ Services provided and Health Information shared through the Platform that is carried out under his access data. The Service Provider releases the Operator and waives all potential claims against the Provider as a result of the Service Provider’s use of the site, Services and the provision of services to the Patients and liability for data protection of the data of the Patients.
- d. The Operator collects information limited to the Service Provider’s name, address, phone number ,ID number and licenses for record purposes. The service Provider will be given the same protection as the Patients and data policy of the Operator can be viewed from verification and support teams.
By signing this Agreement, the Service Provider acknowledge agreement to privacy policy and consent to collect above data for the said purpose.
9. Intellectual Property of The Operator
- a. The Service Provider acknowledges and agrees that all patents, designs, trade names, trademarks, copyrights, trade secrets, or other intellectual property owned or controlled by Operator including all the rights pertaining to Platforms shall be and remain the sole property of the Operator.
- b. Service Provider represents with respect to the all-intellectual property rights that Service Provider will take all steps reasonably necessary to preserve and protect the ownership and validity of the intellectual property of the Operator; and
- c. Service Provider will indemnify and hold Operator harmless against claims against any data that was uploaded by the Service Provider, violating any intellectual property rights of any third party irrespective of the fact that such data has been approved by the Operator.
10. Indemnification
- a. The Service Provider shall indemnify, defend, and hold harmless Operator, its parents, affiliates, subsidiaries, officers, managers, partners, employees, and agents from and against any and all claims, lawsuits, judgments, losses, civil penalties, liabilities, damages, costs, and expenses, including reasonable attorney’s fees and court costs, arising out of or related to any
- a. alleged defect in or injury from Service Provider’s Services;
- b. alleged failure of Service Provider or Services to comply with this Agreement or any Laws, regulations, warranties, guarantees, or representations of Service Provider;
- c. allegations concerning Service Provider Content;
- d. negligent or grossly negligent action, inaction, omission or intentional misconduct of Service Provider; and/or
- e. alleged failure of Service Provider to protect Health Information
- f. use of or infringement upon any intellectual property right of Service Provider.
- g. alleged failure for not providing Services by Service Provider
- b. This clause shall be valid notwithstanding the termination of this Agreement for any claim arising within the Term.
11. Fees and Payment
- a. Subscription Fee
- a. The Operator charges a basic fee for providing the service and using the functions of the Platform every six months at the end of the Grace Period. The amount of the fee shall be mutually agreed by the Parties
- b. The Subscription Fee is payable within the first week after the grace period and is repeated after every six months.
- b. Transactional fees
- a. In addition to the Subscription fees, the Operator reserves a right to charge commission for each successfully mediated transaction, such as sales, from the Service Provider.
- b. The transaction fees are calculated as a percentage of the net sales price that the Service Provider achieves with the transaction to the Patient. The net selling price corresponds to the net value of the value without any applicable sales taxes or other charges.
- c. The percentage shall be mutually agreed by the Parties and shall not exceed 10% of the net selling price.
- d. Payments will be calculated monthly and be transferred to the Operator with seven days after every and each month.
- c. Grace Period
- a. The Operator allows a grace period of six months to use the Portal. At the expiry of the grace period, the Service Provider shall make the payments as per clauses 9(A) and 9 (b) above.
The Operator reserves the right to change fees at any time for any reason.
12. Cancellation of Service Orders
- The Operator reserves the right to cancel any Services for following reasons;
- the Service Provider fails to accept the request within fifteen minutes after sending the request;
- unavailability of the Service Provider;
- at the request of Service Provider; or
- at the request of the Patient
- If the service order gets cancelled pursuant to any clauses listed under 10.1, then the service fee shall be refunded to the Patient by the Service Provider in case if the payment was made directly to the Service Provider or Operator in case if the payment was accepted on behalf of the Service Provider.
- The Operator reserves the right to cancel any Services for following reasons;
13. Confidential Information
During the Term and for a period of one year thereafter, Operator and Service Provider shall hold, and shall cause each of their directors, officers, employees and agents to hold in confidence the terms of this Agreement (including the financial terms and provisions hereof and all information received pursuant to, or developed in accordance with, this Agreement). Parties hereby acknowledge and agree that all information contained in, relating to or furnished pursuant to this Agreement, not otherwise known to the public, is confidential and proprietary and is not to be disclosed to third parties without the prior written consent of the other party. Neither Operator nor Service Provider shall disclose such information to any third party (other than to officers, directors, employees, attorneys, accountants and agents of Franchisee and Franchisor or the affiliates of either, who have a business reason to know or have access to such information, and only after each of whom agrees to being bound by this paragraph) except:
- a. To the extent necessary to comply with any Law or the valid order of a governmental agency or court of competent jurisdiction or as part of its normal reporting or review procedure to regulatory agencies or as required by the rules of any major stock exchange on which either party’s stock may be listed; provided, however, that the party making such disclosure shall seek, and use reasonable efforts to obtain, confidential treatment of said information and shall promptly, to the greatest extent practicable, notify the other party in advance of such disclosure;
- b. As part of the normal reporting or review procedure by any party’s auditors and its attorneys;
- c. To the extent necessary to obtain appropriate insurance, to its insurance agent or carrier, that such agent or carrier agrees to the confidential treatment of such information; and
- d. To actual or potential successors in interest, provided, however, that such person or entity shall have first agreed in writing to the confidential treatment of such information.
14. Assignment
This Agreement and the rights and licenses granted hereunder are personal and neither party shall have the right to sell, assign, transfer, mortgage, pledge nor hypothecate (each an “Assignment“) any such rights or licenses in whole or in part without the prior written consent of the assigning party.
15. Force Majeure
The duties and obligations of the parties hereunder may be suspended upon the occurrence and continuation of any “Event of Force Majeure” which inhibits or prevents performance hereunder, and for a reasonable start-up period thereafter. An “Event of Force Majeure” shall mean any act, cause, contingency or circumstance beyond the reasonable control of such party (whether or not reasonably foreseeable), including, without limitation, to the extent beyond the reasonable control of such party, any governmental action, nationalization, expropriation, confiscation, seizure, allocation, embargo, prohibition or limitations imposed on Service Providers to provide such services by regulation, order or restriction, war (whether or not declared), civil commotion, disobedience or unrest, insurrection, public strike, riot or revolution, earthquake, drought or other natural calamity, weather or damage resulting from acts of God, or any other accident, condition, cause, contingency or circumstances including (without limitation, acts of God) within State. Neither party shall, in any manner whatsoever, be liable or otherwise responsible for any delay or default in, or failure of, performance resulting from or arising out of or in connection with any Event of Force Majeure and no such delay, default in, or failure of, performance shall constitute a breach by either party hereunder. As soon as reasonably possible following the occurrence of an Event of Force Majeure, the affected party shall notify the other party, in writing, as to the date and nature of such Event of Force Majeure and the effects of same. If any Event of Force Majeure shall prevent the performance of a material obligation of either party hereunder, and if the same shall have continued for a period of longer than thirty days, then either party hereto shall have the right to terminate this Agreement by written notice of seven days to the other party hereto.
Notwithstanding anything hereabove, the Service Provider shall be liable to Authorities (including any government or semi government institute or judicial authorities in any state where Platform is available) and Patients for any of Services provided or inability to provide Services or not fulfilling conditions required by Law to provide remote health care services.
16. Cancellation of The Account of The Service Provider
If the Service Provider desires to cancel the account, the Service Provider must send the Operator an email giving notice to terminate this Agreement. The Operator may send the Service Provider a termination agreement specifying the date from which Service Provider’s account will be terminated, within one month from the date the Operator receives the notice. In any event the Service Provider will be liable for data protection requirements and other liabilities arising from any Laws and this Agreement notwithstanding the termination. The Operator has the right to terminate this Agreement for any violation of the terms and conditions herein with immediate effect or terminate this Agreement for any other reason giving seven days’ notice and take any actions to claim damages or any reliefs to which the Operator is entitled.
17. Remedies
No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and except as otherwise expressly provided for herein, each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise and no provision hereof shall be construed so as to limit any party’s available remedies in the event of a breach by the other party hereto. The election of any one or more of such remedies by any of the parties hereto shall not constitute a waiver by such party of the right to pursue any other available remedies.
18. Arbitration/ Dispute Resolution
Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules (the London Court of International Arbitration), which Rules are deemed to be incorporated by reference into this clause.
- a. The number of arbitrators and language of arbitration shall be as follows: –
- a. The arbitration shall be presided over by three (3) Arbitrators. Each party shall appoint one arbitrator and arbitrators so appointed shall mutually appoint another arbitrator. Arbitration Court shall appoint an arbitrator if the arbitrators so appointed are unable to mutually appoint another arbitrator (third arbitrator) within fourteen days of their appointment or if any party fails to appoint an arbitrator within twenty-one days of receiving such notice.
- b. The arbitration shall be conducted in the English language and the award of any arbitration, together with reasons for the determination, shall be in writing and in the English language.
- c. The seat, or legal place, of arbitration shall be London, United Kingdom
- d. The governing law of the contract shall be the substantive law of United Kingdom
- e. The Parties hereby waive their right to any form of recourse against an award to any court or other competent authority.
19. Governing Law
This Agreement shall be construed according to the substantive law of United Kingdom.
20. Miscellaneous
- a. This Agreement shall not constitute any partnership, joint venture or agency relationship between the parties hereto. The parties shall be considered independent parties.
- b. This Agreement, together with the attached Exhibits, embodies the entire understanding of the parties with respect to the subject matter hereof and may not be altered, amended or otherwise modified except by an instrument in writing and signed by both parties.
- c. The headings in this Agreement are for convenience of reference only and shall not have any substantive effect.
- d. All rights and remedies granted to the parties hereunder are cumulative and are in addition to any other rights or remedies that the parties may have at law or in equity.
- e. Should any provision of this Agreement be held to be void, invalid or inoperative, as a matter of Law the remaining provisions hereof shall not be affected and shall continue in effect as though such unenforceable provision(s) have been deleted here from.
- f. Unless otherwise indicated, all amounts referenced herein shall refer to and be paid in Dirhams.
- g. No waiver of any right under or breach of this Agreement shall be effective unless it is in writing and signed by the party to be charged.
- h. None of the provisions of this Agreement is intended for the benefit of or shall be enforceable by any third parties unless specified herein.
- i. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties hereto.
- j. This Agreement may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same Agreement.
- k. All notices shall be in writing and be transmittal by any electronic means whether now known or hereafter notified in writing to the parties at the following addresses:
Operator Address:
[email protected]
Service Provider Address:
WC2H-9JQ London, UK.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of now.