These terms and conditions govern your use of the Medical Directory Platform, and your offering of medical and healthcare services through it. By accepting these terms and conditions, you agree to enter into a contract with Medical Directory Limited of 85 Great Portland Street Great Portland Street, First Floor, London, England, W1W 7LT (referred to as “Medical Directory”), as set out below.
2.1.The Platform enables Patients to directly access Services offered by you. Any description of your Services that you wish to offer through the Platform must be accurate, complete, and kept up-to-date. If you use an account manager to maintain your account on the Platform, you accept full responsibility for the information that they upload to the Platform on your behalf.
2.2.You must notify us immediately if any information you have provided to us changes. We do not assume any liability for issues arising as a result of incorrect, out-of-date, or incomplete information provided by you or on your behalf.
2.3.You must make available to us upon request copies of your insurance coverage and evidence of a current right to practice as a medical professional.
2.4.You acknowledge that Medical Directory and the Platform operate solely to introduce you to Patients and to facilitate payment for their purchase of Services from you. Medical Directory is not a party to any contract you may enter into with any Patient and will not have any liability or obligation to you whatsoever in relation to your engagement with any Patient or the provision of any Services.
2.5.We will, at our sole discretion, determine whether promotion of your Services is suitable for inclusion in the Platform. We will notify you promptly if your request to be included on the Platform is rejected for any reason. You acknowledge that we have no obligation to accept your request to be included on the Platform, and that we do not guarantee that any Patient will wish to purchase your Services.
2.6.We reserve the right to remove the listing of your Services from the Platform at any time at our sole discretion, for reasons including notification of a claim of infringement of third party Intellectual Property Rights, or any breach of these terms and conditions.
2.7.You are responsible for any agreement with any Patient and you must ensure that any agreement entered into with any Patient for the provision of their Services (written or otherwise) requires remuneration to be remitted through the Platform.
2.8.You shall provide us with a copy of any agreement entered into with any Patient upon our request, so that we may verify your compliance with clause 2.7.
2.9. You affirm and agree that you are not specifically relying on any statements, or materials contained on the Platform or otherwise made available by Medical Directory to make any decision in relation to the provision of any Services.
3.1.You acknowledge and agree that, without the prior written consent of Medical Directory, you shall not at any time outside of the Platform directly communicate with or engage any Patient referred to you through the Platform in such a way as to avoid making payment for any Services through the Platform.
3.2.If a Patient or prospective Patient contacts you directly as a result of the promotion of you or your Services by Medical Directory, including on the Platform, you shall immediately refer such correspondence to us and refrain from communicating with the Patient or prospective Patient.
3.3. If you act in breach of this section 3, you acknowledge that Medical Directory may suffer financial and other losses, and you hereby indemnify Medical Directory in relation to any such losses and other financial penalties that Medical Directory may impose at its sole discretion without limitation.
3.4.This section 3 shall indefinitely survive termination or expiry of these terms and conditions.
3.5.This section 3 shall not apply to relationships between you and any Patient with whom you have a relationship that pre-dates your use of the Platform and which can be demonstrated by way of documented evidence of such prior collaboration.
3.6.You shall permit us to access your records upon our reasonable request to verify your compliance with your obligations under these terms and conditions.
4.1.You acknowledge and agree that all payments for Services to be provided to any Patient referred to you through the Platform must be remitted through the Platform.
4.2.Medical Directory collects fees and amounts (a) owed to you by any Patient for Services agreed to be provided through the Platform, and (b) owed directly by you to Medical Directory for your access to the Platform as may be notified to you from time to time. You acknowledge and agree that we will deduct an amount by way of referral fee from each payment for Services we receive on your behalf from a Patient before remitting the balance to you. We will notify you of the amount of any referral fees that Medical Directory will deduct from the agreed amount prior to making payment to you. In the absence of any other notification to you, the referral fee in respect of consultation appointments shall be 10% of the fee payable by the Patient and the referral fee in respect of surgical procedures shall be 5% of the total surgery costs payable by the Patient. All fees retained by Medical Directory are non-cancellable and non-refundable in any circumstances.
4.3.You remain responsible for the payment of all taxes in relation to the receipt of the fee payments made to you under these terms and conditions.
4.4.You acknowledge that any payment made to you by Medical Directory is in full and final compensation for the purchase of your Services by any Patient, and you acknowledge that you shall not be entitled to any further fees or compensation in respect of any Services once you have received payment remitted by us.
4.5.You are responsible for requesting payment for the Services in accordance with any agreement with the Patient.
4.6.Medical Directory reserves the right to set off against any amounts due to you any amounts owed to Medical Directory by you.
4.7.If you purchase a monthly or annual subscription to use the Platform, you authorize us to charge the relevant periodic subscription amount from your payment method (debit card, credit card, standing order, or direct debit) at the beginning of each subscription period. If you wish to terminate your subscription, you must give us at least 14 days' notice before the end of the then-current subscription period.
5.1.You must not access or use the Platform except as permitted by these terms and you must not do, omit to do, or authorize any act that would or might invalidate or be inconsistent with our intellectual property rights on the Platform. In particular, you must not and must not permit any other person to:
5.1.1.resell, assign, transfer, distribute or provide others with access to the Platform or any of our materials;
5.1.2.use the Platform to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;
5.1.3. use the Platform in any way that damages, interferes with or interrupts the availability of the Platform;
5.1.4.introduce malicious programs into our hardware and software or our hardware, software and services which are integrated and operate together, including our networks, including viruses, worms, trojan horses and e-mail bombs;
5.1.5.reveal your account password to others or allow others to use your account;
5.1.6.use the Platform to carry out security breaches or disruptions of a network;
5.1.7.use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Platform;
5.1.8.send any unsolicited messages through or to users of the Platform or to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages or use the Platform in breach of any person’s privacy (such as by way of identity theft or “phishing”);
5.1.9.use the Platform to circumvent user authentication or security of any of your networks, accounts or hosts or those of your customers or suppliers.
5.2.Any non-compliance by you with these terms shall give us the right to suspend provision of the Platform to you and access to your account, and to terminate our relationship with you without liability.
6.1.These terms and conditions may be terminated immediately by either party for failure of the other party to comply with any material term of these terms and conditions, unless the failure to comply has been remedied within 30 days of notification of such failure.
6.2.Upon termination of these terms and conditions for any reason and unless specified otherwise herein, all rights and licences granted pursuant to these terms and conditions shall cease.
7.1. Each Party represents and warrants to the other that: (a) these terms have been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such Party’s execution, delivery or performance of these terms; and (c) the execution, delivery and performance of these terms does not and will not violate (i) the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound or (ii) any applicable law or regulation.
7.2.EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, MEDICAL DIRECTORY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE PLATFORM, OR ANY ACTIVITIES OR ITEMS RELATED TO THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEDICAL DIRECTORY DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE PLATFORM IS PROVIDED “AS IS” AND MEDICAL DIRECTORY DOES NOT WARRANT THAT ALL ERRORS OR DEFECTS CAN BE CORRECTED, OR THAT PROVISION AND OPERATION OF THE PLATFORM SHALL BE UNINTERRUPTED OR ERROR-FREE.
7.3. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL MEDICAL DIRECTORY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR INDIRECT OR SIMILAR LOSSES OR DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, COSTS OR DAMAGES DUE TO LOSS OF PROFITS, BUSINESS OPPORTUNITIES, REVENUE, GOODWILL, PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR THE LOSS OR COST OF RECREATING ANY DATA, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT OR OTHERWISE, EVEN IF MEDICAL DIRECTORY WAS ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
7.4. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF MEDICAL DIRECTORY TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE PLATFORM WILL NOT EXCEED THE AMOUNTS PAID BY YOU FOR THE USE OF THE PLATFORM (EXCLUDING ANY PAYMENTS ATTRIBUTABLE SOLELY TO THE PROVISION OF SERVICES TO PATIENTS WHICH ARE PURELY PASSED THROUGH THE PLATFORM) DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.
7.5.You agree to indemnify and hold harmless Medical Directory and its affiliates, officers, directors, employees, representatives and agents from any and all claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to: (a) your use of the Platform; (b) any Services you provide; and (c) your violation of these terms.
8.1. We are entitled to amend or vary these terms and conditions from time to time at our sole discretion.
8.2.We are entitled to assign or license all of the rights granted to us under these terms and conditions to any third party. You shall not be entitled to assign or sublicense your rights under these terms and conditions.
8.3.If any provision or part-provision of these terms and conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this section shall not affect the validity and enforceability of the rest of these terms and conditions.
8.4. These terms and conditions and the documents referred to in them constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
8.5. These terms and conditions shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the courts of England in relation to any disputes arising under them.