Para profesionales sanitarios

The definitions and rules of interpretation in this clause apply to this Platform and Provider Contract:

During the Term of this Platform and Provider Contract, the Provider agrees to make Telehealth Services available to Users through the Platform in accordance with the terms of the Platform and Provider Contract.

The Platform is limited exclusively to the provision of intermediary and technical services, including enabling Users to:

1. (a)search for and view information about Providers;
2. (b)submit appointment or consultation requests;
3. (c)communicate with Providers through the Platform (where functionality is available); and
4. (d)transmit payment instructions to licensed third-party payment service providers.

The Company does not provide medical, healthcare, diagnostic, therapeutic or pharmaceutical services. Any consultation, diagnosis, medical advice, prescription, treatment or other professional service is provided exclusively by the relevant Provider under a separate and independent contractual relationship between the User and that Provider (the “Telehealth Contract”).

The Company is not a party to the Telehealth Contract and does not organise, supervise, control, or direct the provision of Telehealth Services. The Company does not determine clinical standards, medical decisions, treatment plans, or professional judgments of Providers.

The Company shall not be responsible or liable for:

1. (a)the quality, safety, legality, or appropriateness of any Telehealth Services provided by a Provider;
2. (b)any act or omission of a Provider;
3. (c)the accuracy or completeness of medical advice given by a Provider; or
4. (d)the Provider’s compliance with applicable licensing, regulatory or professional requirements.

Providers are independent professionals. Nothing in this Platform and Provider Contract creates any employment, agency, partnership, joint venture or fiduciary relationship between the Company and the Provider.

Where payment functionality is made available through the Platform:

1. (a)all payments are processed exclusively by licensed third-party payment service providers;
2. (b)the Company does not provide regulated payment services;
3. (c)the Company does not receive, hold, safeguard, or control client funds at any time; and
4. (d)the Company’s role is limited to providing technical infrastructure that enables the transmission of payment instructions to the relevant payment service provider.

The Provider acknowledges that the payment relationship is between the User, the relevant Provider, and the applicable payment service provider. The Company shall not be responsible for the performance, errors, interruptions or failures of any third-party payment service provider.

Providers are responsible for ensuring that their profile information accurately reflects their professional qualifications, licensing status, jurisdiction of establishment, and scope of practice.

By accessing or using the Platform or the Website, the Provider confirms that they have read, understood and agree to be bound by these Terms and the Privacy Policy.

These Terms are made only in the English language.

All Providers accessible through the Platform are independent healthcare professionals. The Company does not employ, supervise, control, or direct Providers in the exercise of their professional judgment.

The Company does not practice medicine or any other regulated healthcare profession and does not provide clinical advice, diagnosis, treatment, prescriptions, or medical determinations.

The Company does not recommend, endorse, or guarantee the suitability of any Provider for a particular medical condition.

By requesting Telehealth Services through the Platform, the User certifies that they are physically located in the jurisdiction they declare at the time of consultation.

Providers may rely on this certification when determining whether they are authorised to provide services to the User.

The Company shall not be responsible for any consequences arising from inaccurate or misleading declarations of physical location or residency.

Access to telehealth services may be restricted in certain jurisdictions due to licensing or regulatory requirements. The Company does not guarantee that telehealth services are legally available in every jurisdiction.

Each Provider is solely responsible for compliance with the healthcare laws and professional regulations applicable in the jurisdiction in which they are licensed and in which the Telehealth Services are deemed to be provided.

In order to access and use the Platform, the Provider must complete the onboarding process prescribed by the Company and create a Provider account (the “Provider Account”).

As part of the onboarding process, the Provider shall provide accurate, complete, and up-to-date information, including:

1. (a)full legal name, contact details, and identification information;
2. (b)professional qualifications, certifications, and credentials;
3. (c)licensing, registration, and authorisation details, including the jurisdictions in which the Provider is authorised to practise;
4. (d)details of professional indemnity or malpractice insurance, where applicable;
5. (e)areas of specialisation and scope of practice; and
6. (f)any additional information or documentation reasonably requested by the Company.

The Provider represents and warrants on an ongoing basis that:

1. (a)all information provided is true, accurate, complete, and not misleading;
2. (b)all licences, registrations, and authorisations are valid, current, and in good standing;
3. (c)the Provider is legally entitled to provide Telehealth Services in the jurisdictions declared; and
4. (d)such information shall be promptly updated where any change occurs.

The Company may, at its sole discretion and without assuming any obligation to do so:

1. (a)review and assess the information and documentation provided by the Provider;
2. (b)request further information, clarification, or supporting documentation at any time;
3. (c)conduct checks or verification processes, including through third-party sources; and
4. (d)impose conditions, restrictions, or limitations on the Provider’s access to or use of the Platform.

The Provider acknowledges and agrees that:

1. (a)any verification, review, or assessment carried out by the Company is performed solely for the Company’s internal purposes;
2. (b)the Company does not undertake to verify the Provider’s compliance with Applicable Law or professional requirements;
3. (c)the Provider remains solely responsible for ensuring full compliance with all legal, regulatory, and professional obligations; and
4. (d)the Provider shall not rely on the Company’s onboarding or verification processes as confirmation of compliance or authorisation to practise.

The Company reserves the right, at its absolute discretion and to the extent permitted by applicable law, to:

1. (a)approve or reject any application to join the Platform;
2. (b)suspend, restrict, or deactivate a Provider Account;
3. (c)remove or limit access to specific Platform functionalities; or
4. (d)impose additional onboarding or verification requirements,

where the Company considers it necessary for legal, regulatory, operational, or risk management reasons.

Without limitation, the Company may exercise the rights set out in Clause 4.6 where it reasonably believes that:

1. (a)any information provided by the Provider is inaccurate, incomplete, or misleading;
2. (b)the Provider does not meet, or no longer meets, the eligibility or compliance requirements;
3. (c)the Provider’s conduct may expose the Company, Users, or third parties to legal, regulatory, or reputational risk; or
4. (d)the Provider is in breach of this Agreement.

The Provider shall be solely responsible for maintaining the confidentiality and security of their Provider Account credentials and for all activities conducted through the Provider Account.

The Provider shall not:

1. (a)create multiple Provider Accounts without the Company’s prior written consent;
2. (b)impersonate any other person or entity;
3. (c)allow any third party to access or use the Provider Account; or
4. (d)use the Platform in a manner that circumvents the onboarding or verification requirements.

The Company shall have no liability arising from:

1. (a)reliance on information provided by the Provider;
2. (b)any failure to verify or detect inaccuracies in such information; or
3. (c)any decision to approve, reject, suspend, or restrict a Provider Account.

The Company may request from the Provider, at any time and from time to time, such information, documents, confirmations or evidence as the Company reasonably considers necessary or appropriate to verify the Provider’s identity, qualifications, licences, registrations, authorisations, insurance, professional standing, regulatory status, tax status, compliance with this Agreement or eligibility to access and use the Platform. The Provider shall provide such information and documents promptly upon request.

The Provider represents, warrants, and undertakes on an ongoing basis that:

1. (a)they hold, and shall maintain at all times, all licences, registrations, authorisations, and approvals required to lawfully provide the Telehealth Services which they offer or agree to provide through the Platform;
2. (b)all such licences and registrations are valid, current, in good standing, and not subject to suspension, restriction, or investigation that would materially affect the Provider’s ability to practise;
3. (c)they possess the necessary qualifications, training, experience, and competence to provide the Telehealth Services offered through the Platform;
4. (d)they shall comply with all Applicable Law, including all professional, ethical, and regulatory requirements governing the provision of Telehealth Services;
5. (e)they shall maintain appropriate professional indemnity or malpractice insurance, in such amounts and on such terms as are customary and reasonably adequate for the nature and scope of the Telehealth Services provided;
6. (f)they have full legal capacity, authority, and right to enter into this Agreement and to perform their obligations hereunder; and
7. (g)the provision of Telehealth Services through the Platform does not breach any contractual, professional, or legal obligation binding upon them.

The Provider shall promptly notify the Company of:

1. (a)any suspension, revocation, or restriction of any licence or registration;
2. (b)any investigation, disciplinary action, or regulatory proceeding;
3. (c)any lapse or material change in insurance coverage; or
4. (d)any circumstance that may affect their ability to lawfully provide Telehealth Services.

The Provider acknowledges and agrees that:

1. (a)the Company does not verify, endorse, or guarantee the Provider’s licensing status, qualifications, or legal ability to provide services; and
2. (b)the Provider remains solely responsible for ensuring compliance with all Applicable Law.

The Provider acknowledges that the Platform may be accessed by Users located in multiple jurisdictions and that Telehealth Services may therefore be requested on a cross-border basis.

The Provider shall be solely responsible for determining, in each case, whether the provision of Telehealth Services to a User is lawful, permitted, and appropriate in light of:

1. (a)the User’s declared physical location;
2. (b)the Provider’s jurisdiction(s) of licensure and authorisation;
3. (c)applicable cross-border healthcare regulations;
4. (d)professional and ethical obligations; and
5. (e)any other relevant legal or regulatory considerations.

The Provider shall exercise independent judgment in deciding whether to:

1. (a)accept or decline a consultation;
2. (b)proceed with or discontinue a consultation; or
3. (c)limit the scope of the Telehealth Services,

where the Provider considers that the provision of such services may be unlawful, restricted, or otherwise inappropriate.

The Provider acknowledges and agrees that:

1. (a)the Company does not assess, verify, or monitor the legality of cross-border Telehealth Services;
2. (b)the Company does not provide legal or regulatory advice in relation to cross-border healthcare;
3. (c)access to the Platform does not constitute any representation that Telehealth Services are permitted in any particular jurisdiction; and
4. (d)the Provider assumes all risks associated with cross-border service provision.

The Provider shall indemnify and hold harmless the Company against any claims, losses, regulatory actions, or liabilities arising out of or in connection with:

1. (a)the unlawful provision of Telehealth Services in any jurisdiction; or
2. (b)any failure by the Provider to comply with applicable cross-border legal or regulatory requirements.

Nothing in this Agreement shall require the Provider to provide Telehealth Services in any jurisdiction where the Provider considers that doing so would expose them to legal, regulatory, or professional risk.

The Provider shall act at all times as an independent healthcare professional and shall retain full responsibility for the provision of Telehealth Services.

The Provider shall exercise independent professional judgment in all clinical matters, including:

1. (a)diagnosis, assessment, and treatment recommendations;
2. (b)the appropriateness and scope of any consultation;
3. (c)whether Telehealth Services are suitable for a particular User or condition; and
4. (d)whether to prescribe medication, issue referrals, or recommend further care.

Nothing in this Agreement, nor any functionality of the Platform, shall be construed as:

1. (a)granting the Company any authority to direct, supervise, or influence clinical decisions;
2. (b)establishing any form of clinical oversight by the Company; or
3. (c)creating any duty on the part of the Company in relation to the provision of Telehealth Services.

The Provider acknowledges that:

1. (a)Telehealth Services are inherently limited by their remote nature;
2. (b)clinical decisions are based on the information provided by the User and the limitations of the communication medium; and
3. (c)medical outcomes are uncertain and may vary depending on individual circumstances.

The Provider retains absolute discretion to:

1. (a)decline to provide Telehealth Services;
2. (b)suspend or terminate a consultation; or
3. (c)recommend in-person care or further investigation,

where clinically or legally appropriate.

The Provider shall be solely responsible for all clinical acts and omissions and shall bear all liability arising from the provision of Telehealth Services, subject to Applicable Law.

The Provider shall ensure that all Telehealth Services are provided in accordance with accepted professional standards and shall not rely on the Platform in the exercise of clinical judgment.

The Provider shall, at their own cost, obtain and maintain throughout the Term valid professional indemnity, medical malpractice or equivalent insurance cover in respect of all Telehealth Services provided through the Platform.

Such insurance shall comply with all legal, regulatory and professional requirements applicable to the Provider in each jurisdiction in which the Provider is licensed, registered or authorised to practise, and shall be adequate having regard to the nature, scope, jurisdictional reach and risk profile of the Telehealth Services provided through the Platform.

The Provider shall ensure that such insurance covers, to the extent required by Applicable Law or customary professional practice, the provision of remote, online, cross-border or telehealth services.

The Company may request, at any time and from time to time, evidence of the Provider’s insurance cover, including copies of insurance certificates, policy schedules, renewal confirmations, endorsements, exclusions, limits of indemnity and any other documents reasonably required to verify the existence, scope and adequacy of such cover.

The Provider shall promptly provide any documents or information requested by the Company under Clause 8.4 and shall not withhold, redact or omit any information reasonably necessary for the Company to assess whether the Provider complies with this Clause, subject to any confidentiality obligations owed to the insurer.

The Provider shall promptly notify the Company of any cancellation, expiry, non-renewal, suspension, restriction, exclusion, claim, circumstance, refusal of cover, material change or other matter affecting the Provider’s insurance cover or ability to provide Telehealth Services through the Platform.

The Company may suspend, restrict or terminate the Provider’s access to the Platform if the Provider fails to maintain insurance in accordance with this Clause, fails to provide satisfactory evidence of insurance when requested, or if the Company reasonably considers that the Provider’s insurance cover is inadequate for the Telehealth Services offered or provided through the Platform.

Any review, inspection or acceptance by the Company of the Provider’s insurance documents shall be carried out solely for the Company’s internal risk-management purposes and shall not constitute confirmation that the Provider’s insurance is adequate, lawful or compliant. The Provider shall remain solely responsible for ensuring that all required insurance is maintained.

The Provider acknowledges and agrees that each Telehealth engagement initiated through the Platform and accepted by the Provider constitutes a separate and independent contract between the Provider and the relevant User (the “Telehealth Contract”).

The Company is not a party to any Telehealth Contract and does not assume any rights, obligations, or liabilities arising out of or in connection with:

1. (a)the provision of Telehealth Services;
2. (b)any interaction, communication, or consultation between the Provider and the User; or
3. (c)any act or omission of either the Provider or the User.

The Provider shall be solely responsible for:

1. (a)entering into, performing, and enforcing each Telehealth Contract;
2. (b)determining the terms on which Telehealth Services are provided, subject to the Platform framework;
3. (c)all clinical, professional, and legal obligations arising from the provision of Telehealth Services; and
4. (d)ensuring that each Telehealth Contract complies with Applicable Law.

The Provider shall ensure that Users are clearly informed that:

1. (a)Telehealth Services are provided exclusively by the Provider;
2. (b)the Company acts solely as a technical intermediary; and
3. (c)the Telehealth Contract is concluded directly between the Provider and the User.

Nothing in this Agreement or the operation of the Platform shall be construed as:

1. (a)creating any contractual relationship between the Company and the User in respect of Telehealth Services;
2. (b)making the Company a provider, organiser, or supplier of Telehealth Services; or
3. (c)rendering the Company responsible for the performance of any Telehealth Contract.

The Provider shall not represent, imply, or permit any representation that:

1. (a)the Company provides, supervises, or guarantees Telehealth Services; or
2. (b)the Company is responsible for the acts or omissions of the Provider.

The Provider shall indemnify and hold harmless the Company against any claim, demand, or proceeding alleging that the Company is a party to, or liable in respect of, any Telehealth Contract or Telehealth Services.

The Provider acknowledges and agrees that:

1. (a)is solely responsible for compliance with the healthcare laws and professional regulations applicable in the jurisdiction in which they are licensed and in which the Telehealth Services are deemed to be provided;
2. (b)the Company is not engaged in the practice of medicine and does not provide medical advice, diagnosis, or treatment and that all medical decisions, assessments, advice, recommendations, or services provided through the platform are made solely by them in the exercise of their independent professional judgment;
3. (c)the Company does not determine, influence, or control the medical appropriateness, necessity, or nature of any Telehealth Services provided by the Provider;
4. (d)shall at all times remain solely responsible for compliance with all professional, ethical, and regulatory obligations arising from the provision of Telehealth Services;
5. (e)nothing in this Platform and Provider Contract shall be construed as creating any duty of care owed by the Company to Users in respect of medical services.

The Company shall provide the Provider with access to secure telemedicine technology and software necessary to deliver services to patients.

The Company shall provide technical support to ensure functionality and security of the telemedicine platform.

Any insurance maintained by the Company, relates solely to the platform’s technology and operational risks and does not cover clinical care.

The Provider acknowledges and agrees that all payments in respect of Telehealth Services are processed exclusively by a licensed third-party payment service provider (the “PSP”).

The Company does not:

1. (a)provide regulated payment services;
2. (b)act as a payment institution, electronic money institution, or merchant of record;
3. (c)receive, hold, safeguard, or control client funds; or
4. (d)execute, authorise, or settle payment transactions.

The Company’s role is strictly limited to providing technical infrastructure enabling the submission and transmission of payment instructions from Users to the PSP.

The Provider acknowledges that:

1. (a)payment transactions are initiated by the User;
2. (b)all payment processing, authorisation, and settlement are carried out solely by the PSP; and
3. (c)the PSP acts independently of the Company in performing such functions.

The Provider agrees that, where applicable, the PSP may implement a split payment mechanism pursuant to which:

1. (a)the full payment is received and processed by the PSP; and
2. (b)the PSP allocates and transfers the relevant portions of such payment directly to the Provider and to the Company in accordance with the agreed commercial arrangement between the Provider and the Company.

The Provider shall be entitled to receive the fees payable by Users for Telehealth Services (the “Provider Fees”), as determined solely by the Provider and displayed on the Platform.

In consideration for the provision of the Platform Services, the Provider agrees to pay the Company a service fee, commission, or other agreed remuneration (the “Platform Fee”), as separately agreed between the Provider and the Company.

The Provider acknowledges and agrees that:

1. (a)the Platform Fee may be calculated as a percentage of the Provider Fees, a fixed fee, or such other structure as agreed;
2. (b)the Platform Fee shall be deducted and settled through the PSP as part of the payment flow; and
3. (c)the PSP may allocate and transfer the Provider Fees to the Provider net of the Platform Fee.

The Provider’s entitlement shall be limited to the amount of Provider Fees actually received and settled by the PSP, net of any applicable Platform Fees, taxes, refunds, chargebacks, or adjustments.

The Company does not guarantee any minimum level of earnings, revenue, or bookings for the Provider.

The Provider expressly acknowledges and agrees that:

1. (a)any portion of the payment allocated to the Company constitutes a fee or commission payable by the Provider for the use of the Platform;
2. (b)such fee is settled by the PSP on behalf of the Provider;
3. (c)at no time does the Company receive or control funds belonging to Users; and
4. (d)the use of a split payment mechanism does not create any relationship involving custody, safeguarding, or control of funds by the Company.

The Provider shall be solely responsible for:

1. (a)complying with all applicable tax, invoicing, and financial reporting obligations;
2. (b)handling refunds, cancellations, and payment disputes with Users; and
3. (c)ensuring that all pricing information is accurate and compliant with Applicable Law.

The Company shall not be liable for:

1. (a)any failure, delay, or error attributable to the PSP;
2. (b)unauthorised, fraudulent, or disputed transactions;
3. (c)chargebacks, reversals, or payment disputes; or
4. (d)any loss arising from the processing of payments.

The Provider acknowledges that any payment-related dispute shall be resolved directly between:

1. (a)the Provider and the User; and/or
2. (b)the Provider and the PSP,

in accordance with the applicable contractual arrangements governing those relationships.

Where VAT or any other applicable tax is chargeable on the Platform Fee, the Company shall be entitled to charge such VAT or tax in addition to the Platform Fee, and the Provider shall pay such amount together with the Platform Fee in accordance with the applicable invoice or payment settlement process.

The Provider shall be solely responsible for determining, collecting, reporting, and remitting any taxes, duties, levies, charges, or similar amounts arising from or relating to the Provider Fees and the provision of Telehealth Services to Users, including any VAT, income tax, social insurance, withholding tax, or professional tax obligations applicable in any relevant jurisdiction.

The Provider shall provide the Company with accurate and up-to-date tax information reasonably required for invoicing, tax determination, reporting, or compliance purposes, including VAT registration details, tax identification numbers, country of establishment, and any information relevant to the application of VAT, reverse charge, exemption, or other tax treatment.

The Provider shall not request, solicit, accept, or receive any payment, gratuity, gift, benefit, or other consideration directly from any User in connection with Telehealth Services provided through the Platform.

If a User attempts to make a direct payment or provide any benefit to the Provider, the Provider shall refuse such payment and promptly notify the Company.

Any acceptance of direct payment or benefit by the Provider shall constitute a material breach of this Platform and Provider Contract.

The Company processes personal data, including data concerning health (special category data), in accordance with Regulation (EU) 2016/679 (General Data Protection Regulation – “GDPR”), any applicable national implementing legislation, and other applicable data protection laws.

The Company’s collection, use, storage, disclosure, and protection of personal data are described in the Privacy Policy, which forms an integral part of these Terms.

The Company acts as an independent data controller in respect of personal data processed for the purposes of operating, maintaining, securing, and administering the Platform, including account management, technical support, fraud prevention, payment facilitation, compliance, and security monitoring.

The Provider acts as an independent data controller in respect of personal data processed for the purposes of providing Telehealth Services, including diagnosis, treatment, clinical documentation, prescriptions, and compliance with professional and regulatory obligations.

The Company does not determine the clinical purposes or medical means of processing personal data by Providers and is not responsible for the Provider’s independent data processing activities outside the operation of the Platform.

Where the Platform processes personal data concerning health, such processing is carried out solely to enable the provision of Telehealth Services between the User and the Provider, to operate the Platform securely, and to comply with legal and regulatory obligations.

The legal bases relied upon by the Company for processing personal data may include:

1. (a)processing necessary for the performance of a contract pursuant to Article 6(1)(b) GDPR;
2. (b)processing necessary for compliance with a legal obligation pursuant to Article 6(1)(c) GDPR;
3. (c)processing necessary for the purposes of legitimate interests pursued by the Company under Article 6(1)(f) GDPR, including platform security and fraud prevention, provided such interests are not overridden by your fundamental rights;
4. (d)processing necessary for the establishment, exercise or defence of legal claims under Article 9(2)(f) GDPR;
5. (e)processing necessary for the provision of healthcare pursuant to Article 9(2)(h) GDPR, where applicable; and/or
6. (f)your explicit consent pursuant to Article 9(2)(a) GDPR, where required under applicable law.

The provider acknowledges that, in order to provide the Services, personal data may be processed by third-party service providers acting on behalf of the Company under written agreements containing appropriate data protection safeguards. Such providers may include hosting providers, cloud infrastructure providers, payment service providers, and technical service providers.

Where personal data is transferred outside the European Economic Area, the Company shall implement appropriate safeguards in accordance with Chapter V of the GDPR, including the use of Standard Contractual Clauses or other lawful transfer mechanisms.

The Company implements appropriate technical and organisational measures designed to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, alteration, or disclosure.

The Company shall not access, review, analyse or use medical content exchanged between the User and the Provider except where necessary and proportionate for the purposes described in this Agreement, including Clause 15, the Privacy Policy, the Platform Policies, compliance with legal obligations, or where required by Applicable Law.

Medical records, storage, access, retention, export, deletion and related operational responsibilities are governed by Clause 15.

The User is responsible for ensuring that personal data they provide through the Platform is accurate and relates only to them, unless they are legally authorised to provide data on behalf of another individual.

The Provider shall handle all User data accessed through or in connection with the Platform in accordance with this Agreement, the Privacy Policy, the Platform Policies, Data Protection Laws, and any applicable data processing or data-sharing arrangements notified or made available by the Company from time to time.

The Provider shall be solely responsible for the creation, content, accuracy, completeness, clinical appropriateness, professional use and retention of all medical records, clinical notes, consultation summaries, prescriptions, referrals, reports and other clinical documentation relating to Telehealth Services provided by the Provider.

The Company shall be responsible for the technical storage environment made available through the Platform to the extent such environment is operated, controlled or procured by the Company, including hosting arrangements, system-level access controls, audit logs, backups, security configuration and disaster recovery measures.

The Platform is not intended to operate as the Provider’s sole, primary or comprehensive medical record system unless expressly agreed in writing. The Provider shall remain responsible for ensuring that medical records are maintained and retained in accordance with Applicable Law and applicable professional, regulatory and medical-record retention obligations.

The Provider shall ensure that any medical records, notes, summaries, reports, prescriptions or other clinical documentation created or uploaded through the Platform are accurate, complete and appropriate for the purposes for which they are created, having regard to the nature and limitations of Telehealth Services.

The Provider shall access User medical records and health data only to the extent necessary for the provision of Telehealth Services, compliance with professional obligations, handling of User requests, complaints or regulatory matters, or as otherwise permitted by Applicable Law.

The Provider shall access only the medical records, health data and related documentation of Users who are assigned to the Provider through the Platform or with whom the Provider has, has had, or is scheduled to have a legitimate consultation relationship through the Platform.

The Provider shall not access, attempt to access, search, view, download, export, copy, use or disclose the medical records, health data or related documentation of any User who is not assigned to the Provider or with whom the Provider has no legitimate consultation relationship.

The Company may implement role-based, user-provider based, time-limited or purpose-limited access controls to restrict Provider access to User records. The Provider shall comply with all such access controls and shall not circumvent, attempt to circumvent, disable, bypass or misuse them.

Any unauthorised access or attempted access by the Provider to User medical records, health data or related documentation shall constitute a material breach of this Agreement and may result in immediate suspension or termination of the Provider’s access to the Platform, without prejudice to any other rights or remedies of the Company.

The Provider shall not download, export, copy, print, screenshot, store, transmit, disclose or otherwise process User medical records or health data outside the Platform except where necessary for the provision of Telehealth Services, required by Applicable Law, or permitted under the Platform Policies.

The Provider shall be responsible for any medical records or health data that the Provider downloads, exports, copies, stores, transmits, discloses or otherwise processes outside the Platform, including the security, confidentiality, retention and deletion of such data.

The Company may facilitate the technical storage, access, transmission, retrieval, export, backup or deletion of medical records through the Platform. In doing so, the Company shall not independently create, verify, review, amend, approve or certify the clinical content of such records.

Each Party shall implement appropriate technical and organisational measures within its respective sphere of control to protect medical records and personal data against unauthorised access, unlawful processing, accidental loss, destruction, alteration, disclosure or damage.

The Company may access medical records, consultation records, health data or related documentation made available through the Platform only where necessary and proportionate for defined administrative, operational, compliance, safety, complaint-handling, legal, regulatory, security, audit or accreditation-related purposes.

The Company shall not access medical records or health data for general monitoring, commercial review, profiling, marketing or routine clinical review. Where the relevant purpose can reasonably be achieved through metadata, booking records, payment records, Provider confirmations, redacted information, aggregated information or other less intrusive means, the Company shall use such less intrusive means.

Any access by the Company to medical records or health data under this Clause shall be subject to purpose limitation, least-privilege access, role-based permissions, confidentiality obligations, access logging, audit trails, technical controls and any other safeguards required under Data Protection Laws and the Platform Policies.

Where access involves review of the clinical substance of medical records for clinical quality, patient-safety or accreditation-related purposes, such access shall be limited to authorised personnel or appropriately qualified reviewers, shall be carried out only for the specific purpose for which access is granted, and shall not relieve the Provider of responsibility for the clinical content, accuracy, completeness or professional adequacy of the relevant records.

The Provider shall cooperate with the Company in relation to any lawful and proportionate administrative, compliance, safety, regulatory, complaint-handling or accreditation-related audit, including by providing explanations, confirmations or supporting information reasonably requested by the Company, provided that such cooperation shall not require disclosure of medical records beyond what is necessary and lawful for the relevant purpose.

Nothing in this Clause shall be construed as making the Company responsible for the clinical content of medical records or as granting the Company any right to direct, supervise or control the Provider’s clinical judgment, diagnosis, treatment recommendations, prescriptions or professional decisions.

The Provider shall promptly notify the Company of any actual or suspected unauthorised access, disclosure, loss, alteration, compromise or misuse of medical records or personal data involving the Provider, the Provider Account, the Provider’s systems, devices, personnel or credentials.

The Provider shall cooperate with the Company in relation to any User request, complaint, data subject request, regulatory enquiry, investigation, audit, security incident, data breach, export request, deletion request or continuity matter relating to medical records or personal data.

Following termination of this Agreement, the Provider shall continue to cooperate with the Company for a reasonable transitional period in relation to medical-record access requests, User requests, complaints, pending consultations, regulatory matters, continuity of care, data export and any legally required retention or deletion process.

Where medical records are stored or made available through the Platform, the Company may provide Users with access to, or copies of, records or reports generated or uploaded by the Provider, provided that the Company shall do so only as an administrative or technical function and shall not be deemed to have reviewed, verified, approved or certified the clinical content of such records.

The Provider acknowledges that the Company may use third-party software, hosting, cloud or technical service providers in connection with the Platform. Where such providers process personal data on behalf of the Company, the Company shall take reasonable steps to ensure that appropriate contractual arrangements are in place in accordance with Data Protection Laws.

The Provider shall comply with the Company’s Privacy Policy, Data Protection Policy, Platform Policies and any applicable data processing agreement or data-sharing arrangement notified or made available by the Company from time to time, to the extent relevant to the Provider’s access to and use of the Platform.

Each Party undertakes that it shall keep confidential all information of a confidential nature relating to the other Party and its affiliates, including business operations, systems, pricing, strategies, and commercial information (Confidential Information), and shall not disclose such information except as permitted under this Clause.

A Party may disclose Confidential Information:

1. (a)to its employees, officers, advisers, or representatives who need to know such information for the purposes of performing this Platform and Provider Contract, provided they are bound by confidentiality obligations;
2. (b)where required by law, court order, or competent regulatory authority; or
3. (c)solely for the purpose of performing its obligations under this Platform and Provider Contract.

Each Party acknowledges that unauthorised disclosure of Confidential Information may cause irreparable harm and that equitable remedies may be available in addition to any other rights or remedies.

The obligations under this Clause shall apply during the Term and for a period of two (2) years following termination of this Platform and Provider Contract.

Neither Party shall copy, record, or retain Confidential Information except as strictly necessary for the performance of this Platform and Provider Contract.

Prior to disclosing Confidential Information to any third party (other than as required by law), the disclosing Party shall inform the recipient of its confidential nature and obtain appropriate confidentiality undertakings.

This Clause shall not apply to information that:

1. (a)is or becomes publicly available through no breach of this Platform and Provider Contract; or
2. (b)was lawfully in the receiving Party’s possession prior to disclosure.

The Platform and all content, features, functionality, software, design, text, graphics, logos, images, audio, video, databases, and other materials made available through the Platform (collectively, the “Content”) are owned by the Company, its licensors, or other rights holders and are protected by copyright, trademark, database, trade secret, and other intellectual property laws.

All trademarks, service marks, trade names, logos, and brand identifiers displayed on the Platform are the property of the Company or their respective owners. Nothing in these Terms grants The Provider any licence or right to use such marks without prior written consent.

Subject to the Provider’s compliance with these Terms, the Company grants the Provider a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for the Provider’s personal, non-commercial use for the purpose of providing Telehealth Services through the Platform.

The Provider must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download (except for temporary caching), store, transmit, or otherwise exploit any part of the Platform or Content without the Company’s prior written consent.

The Provider must not use any data mining, scraping, automated extraction tools, or similar technologies to collect or extract information from the Platform.

If The Provider submit or upload any content through the Platform, including feedback, reviews, or communications (excluding medical information exchanged privately with the Users), the Provider grants the Company a worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, adapt, display, and distribute such content for the purpose of operating, improving, and promoting the Platform.

The Provider represents and warrants that they have all necessary rights to submit any content they provide and that such content does not infringe the rights of any third party.

Nothing in these Terms transfers any ownership rights in the Platform or Content to the Provider. All rights not expressly granted are reserved by the Company.

If the Provider breaches this Clause, the Company may require them to cease use of the Platform and to return or destroy any copies of materials obtained in breach of these Terms.

The Provider acknowledges and agrees that the Company operates solely as a facilitating platform and does not provide medical or Telehealth Services.

The Provider acknowledges that the Company, its directors, officers, employees, licensors, and affiliates expressly disclaim all liability arising from or in connection with the provision of Healthcare or Telehealth Services through the Platform.

This disclaimer includes, without limitation, liability for medical malpractice, misdiagnosis, delayed or failed treatment, adverse medical outcomes, prescriptions, referrals, follow-up care, or any other Healthcare-related claims.

The Company shall not be liable for any act, omission, negligence, error, or misconduct of the Provider in the course of providing Telehealth Services.

The Provider shall indemnify, defend and hold harmless the Company, its directors, officers, employees, affiliates, contractors, licensors, service providers and representatives from and against all claims, demands, complaints, proceedings, investigations, damages, losses, liabilities, fines, penalties, settlement amounts, costs and expenses, including reasonable legal and professional fees, arising out of or in connection with:

1. (a)the provision of Telehealth Services by the Provider;
2. (b)any act, omission, negligence, gross negligence, wilful misconduct, fraud, misrepresentation or unlawful conduct of the Provider;
3. (c)any breach by the Provider of this Agreement, any Telehealth Contract, the Platform Policies or Applicable Law;
4. (d)any breach by the Provider of professional, licensing, regulatory, ethical, medical, data protection, confidentiality, information-security or record-keeping obligations;
5. (e)any claim by a User or third party relating to medical advice, diagnosis, treatment, prescriptions, referrals, clinical outcomes, delay in treatment, failure to provide care or any other healthcare-related matter;
6. (f)any regulatory enquiry, investigation, enforcement action, fine, penalty or sanction arising from the Provider’s conduct, services, professional status or regulatory non-compliance;
7. (g)any unauthorised access, use, disclosure, loss, alteration, compromise or misuse of personal data, health data or medical records caused by the Provider or by any person acting under the Provider’s authority;
8. (h)any failure by the Provider to maintain required licences, registrations, authorisations, insurance or professional approvals;
9. (i)any tax, invoicing, refund, chargeback, payment dispute or financial obligation attributable to the Provider; and
10. (j)any act or omission of the Provider which causes or contributes to loss, damage, liability, regulatory exposure, reputational harm or operational disruption to the Company or the Platform.

The indemnity in Clause 19.1 shall not apply to the extent that the relevant claim, loss, liability, fine, penalty, cost or expense is caused by the Company’s own fraud, wilful misconduct, gross negligence or unlawful conduct.

The Provider shall cooperate fully with the Company in the defence, settlement, investigation, mitigation or management of any claim, complaint, proceeding, enquiry, investigation or regulatory matter falling within this Clause.

The Company may, at its discretion, assume conduct of the defence or settlement of any claim, complaint, proceeding or regulatory matter for which it is entitled to indemnification, provided that no settlement admitting fault on behalf of the Provider shall be entered into without the Provider’s prior written consent, such consent not to be unreasonably withheld or delayed.

The indemnities in this Clause are continuing obligations and shall survive termination of this Agreement.

The Provider acts at all times as an independent contractor and independent medical practitioner.

Nothing in this Platform and Provider Contract shall be construed as creating an employment relationship, partnership, agency, joint venture or fiduciary relationship between the parties.

The Provider has no authority to bind, represent, or make any commitment on behalf of the Company.

The Provider shall not hold themselves out as an employee, agent, or representative of the Company and shall remain solely responsible for all taxes, insurance, and regulatory obligations arising from their professional activities.

The Provider shall comply with all administrative, operational, technical, data protection, information security, payment, booking, cancellation, refund, complaints-handling, user communication, platform-use, and other policies, procedures, rules, standards, and reasonable instructions issued or made available by the Platform from time to time in connection with the Platform (the “Platform Policies”).

The Platform Policies shall apply to the Provider’s access to and use of the Platform and to the administrative and operational aspects of the Provider’s provision of Telehealth Services through the Platform, including appointment scheduling, cancellations, rescheduling, refunds, payment handling, user communications, complaints coordination, profile information, data handling, access controls, information security, and use of Platform functionality.

The Provider shall not apply separate or inconsistent administrative, cancellation, refund, payment, user communication, complaints-handling, data-handling, or platform-use policies to Users unless such policies have been expressly approved by the Platform in writing.

The Platform may update the Platform Policies from time to time where it considers this necessary or desirable for legal, regulatory, operational, technical, payment, security, data protection, user-protection, or risk-management reasons. The Provider shall comply with any updated Platform Policies from the date on which they are notified to the Provider or made available through the Platform, unless a later effective date is specified.

If the Provider fails to comply with any Platform Policy, the Platform may, without prejudice to any other rights or remedies available to it:

1. (a)require the Provider to remedy the non-compliance within a specified period;
2. (b)issue a warning or require corrective action;
3. (c)require the Provider to provide information, documents, or explanations relating to the non-compliance;
4. (d)restrict, suspend, or remove the Provider’s profile or access to the Platform;
5. (e)restrict, suspend, or remove the Provider’s ability to accept new bookings;
6. (f)cancel, suspend, or restrict pending bookings where necessary to protect Users, the Platform, or any third party;
7. (g)withhold publication of, amend, or remove Provider profile content or other information displayed on the Platform;
8. (h)require reimbursement of any losses, costs, refunds, chargebacks, penalties, regulatory costs, or expenses incurred by the Platform as a result of the non-compliance;
9. (i)terminate this Agreement where the breach is material, repeated, incapable of remedy, or exposes the Platform, Users, or any third party to legal, regulatory, operational, financial, security, data protection, or reputational risk.

The Provider shall indemnify and hold harmless the Company, its directors, officers, employees, affiliates, contractors, and licensors from and against all claims, losses, damages, liabilities, penalties, regulatory actions, costs, and expenses, including reasonable legal fees, arising out of or in connection with the Provider’s breach of the Platform Policies.

The Provider represents and warrants to the Company that:

1. (a)all statements, confirmations, and information provided by the Provider in connection with this Platform and Provider Contract, including under Clauses 4 (Onboarding, Verification and Account Registration), 5 (Provider Warranties, Licensing and Professional Responsibility) and 8 (Insurance) are true, accurate, and complete;
2. (b)the Provider holds and shall maintain all licences, registrations, permits, and professional approvals required to lawfully provide Telehealth Services in the jurisdictions in which such services are offered;
3. (c)the Provider shall provide Telehealth Services in accordance with applicable professional standards, ethical rules, and medical best practice;
4. (d)the Provider shall exercise independent medical judgment at all times and acknowledges that the Company does not practice medicine or control medical decisions.

Except as expressly set out in this Platform and Provider Contract, the Company gives no warranties or representations, whether express or implied, in relation to the Platform or any medical outcomes.

Neither Party shall be liable for any delay or failure to perform its obligations under this Platform and Provider Contract where such delay or failure is due to any event beyond that Party’s reasonable control, including but not limited to acts of power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, war, terrorism, pandemic, civil commotion, or governmental action.

If a Party to this Platform and Provider Contract is unable to fulfill its obligations due to a force majeure event lasting continuously for six months, the other Party may choose to terminate this Platform and Provider Contract by providing written notice at the conclusion of that period. Upon such termination, the Parties will agree on a fair and reasonable compensation for all Services rendered up to the termination date, considering any previous contractual commitments made in reliance on the Platform and Provider Contract's performance.

This Platform and Provider Contract may be terminated by either the Company or the Provider by giving to the other party not less than 15 days’ written notice. Termination shall take effect on the first day of the calendar month immediately following expiry of the 15 day notice period, unless the parties agree otherwise in writing.

Either party may terminate this Platform and Provider Contract immediately by giving written notice to the other party if:

1. (a)any undisputed sum owing to that party by the other party under this Platform and Provider Contract is not paid within 90 calendar days of the due date for payment;
2. (b)the other party commits a material breach of this Platform and Provider Contract and such breach is not remediable;
3. (c)the other party commits a material breach of this Platform and Provider Contract which is capable of remedy but is not remedied within 90 days of receipt of written notice specifying the breach and requiring its remedy;
4. (d)the other party materially breaches Clause 14 (Privacy & Data Protection), Clause 15 (Medical Records, Storage and Access) or Clause 16 (Confidential Information), or where termination is required by any competent supervisory authority, regulator, court or other competent authority;
5. (e)ceases or threatens to cease to carry on all or a substantial part of its business;
6. (f)is unable to pay its debts within the meaning of the Companies Law (Cap.113) or the non-defaulting party reasonably believes that to be the case;
7. (g)becomes subject to any voluntary arrangement, administration order, liquidation, receivership, or similar insolvency or analogous procedure under any applicable law, except where entered into for bona fide solvent amalgamation, reconstruction, or merger and the resulting entity agrees to be bound by this Platform and Provider Contract;

Where, as at the date notice of termination is given, the Provider has accepted any bookings or consultations scheduled to take place before the effective date of termination, the Provider shall continue to perform such bookings and consultations in accordance with this Agreement, the Telehealth Contract and the Platform Policies, unless the Company determines that cancellation, suspension, rescheduling, reassignment or other action is necessary or appropriate for legal, regulatory, clinical, patient-safety, licensing, data protection, payment, misconduct, reputational, operational or platform-risk reasons.

The Provider shall cooperate with the Company in relation to any pending bookings, cancellations, rescheduling, refunds, chargebacks, complaints, medical-record requests, User communications, regulatory matters, investigations, data protection matters and other transitional matters arising before or after termination.

Termination shall not affect any accrued rights or obligations, including obligations relating to pending consultations, refunds, chargebacks, payment adjustments, Platform Fees, confidentiality, data protection, medical records, complaints, investigations, cooperation, indemnities and post-termination assistance.

Clauses which by their nature are intended to survive termination shall continue in force, including clauses relating to confidentiality, data protection, medical records, intellectual property, payments, taxes, liability, indemnities, dispute resolution, governing law and jurisdiction.

Where, following termination, suspension or cessation of the Provider’s cooperation with the Company, a User requests a medical report, record summary or similar document relating to Telehealth Services previously provided by the Provider, the Company may facilitate the transmission of such request to the Provider where reasonably practicable. The Provider shall cooperate with the Company and the User in relation to such request, subject to Applicable Law, Data Protection Laws and applicable professional obligations.

Where the Provider is unavailable, unwilling or unable to prepare the requested medical report, record summary or similar document, the Company may facilitate the User’s request to another qualified Provider through the Platform, provided that such Provider accepts the request, has lawful access to the relevant medical records and health data, and considers it professionally appropriate to prepare such document.

Any medical report, record summary or similar document prepared by another Provider under Clause 25.7 shall constitute a separate professional service by that Provider and shall be prepared in that Provider’s own independent professional capacity, based on the information and records made available to them. Unless expressly stated in the report or summary, that Provider shall not be deemed to have adopted, verified or certified the clinical judgment, diagnosis, treatment, prescription, advice or professional opinion of the previous Provider.

The Company’s role in relation to any request under Clauses 24.7 to 24.11 shall be limited to facilitating the request, access, transmission and administrative process through the Platform. The Company shall not prepare, review, approve, verify or certify the clinical content of any medical report, record summary or similar document and shall not assume responsibility for any clinical opinion contained in it.

This Platform and Provider Contract constitutes the entire Platform and Provider Contract between the parties and supersedes all previous Platform and Provider Contracts, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

Each party acknowledges that it has not entered into this Platform and Provider Contract in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Platform and Provider Contract. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Platform and Provider Contract.

Nothing in this Platform and Provider Contract purports to limit or exclude any liability for fraud.

No amendment or variation of this Platform and Provider Contract shall be valid or effective unless it is in writing, refers to this Platform and Provider Contract and is duly signed or executed by, or on behalf of, each party.

Neither party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Platform and Provider Contract without the prior written consent of the other party.

If any provision of this Platform and Provider Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Platform and Provider Contract shall not be affected. If any provision of this Platform and Provider Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

No failure, delay or omission by either party in exercising any right, power or remedy provided by Law or under this Platform and Provider Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

No single or partial exercise of any right, power or remedy provided by Law or under this Platform and Provider Contract shall prevent any future exercise of it or the exercise of any other right, power or remedy.

A waiver of any term, provision, condition or breach of this Platform and Provider Contract shall only be effective if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it is given.

Each Party shall execute and do all such further deeds, documents and things as may be necessary to carry the provisions of this Platform and Provider Contract into full force and effect.

Either party may set off any amounts due under this Platform and Provider Contract against any sums owed by the Company or Provider.

This Platform and Provider Contract 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 Republic of Cyprus.

Each party irrevocably agrees that the courts of the Republic of Cyprus shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Platform and Provider Contract, its subject matter or formation (including non-contractual disputes or claims).