INDEPENDENT CONTRACTOR PUBLIC AGREEMENT
This Independent Contractor Public Agreement (hereinafter, the “Agreement”) is entered into between:
Anvy Limited, a company registered under the laws of the Republic of Cyprus with registration number HE 397585, having its principal office at Diagorou 4, Kermia House, Office 104, 1097 Nicosia, Cyprus, doing business under the brand name “Oladoctor” (hereinafter referred to as “Oladoctor,” the “Company,” or “We/Us/Our”); and
A healthcare professional or entity licensed and qualified to practice the relevant healthcare profession (hereinafter, the “Provider,” “You,” or “Your”), who completes the registration process and agrees to the terms of this Agreement in order to use Oladoctor’s website and/or platform (the “Platform”) to provide telemedicine or related services to patients or clients (hereinafter, “Patients” or “Clients”).
Oladoctor and the Provider are hereinafter referred to collectively as the “Parties” and individually as a “Party.”
Recitals:
Whereas, Oladoctor operates a telehealth platform (the “Platform”), designed to facilitate the arrangement of remote healthcare services, including, but not limited to, consultations, prescriptions, referrals, or other medical advice (collectively, the “Services”). Oladoctor does not engage in the practice of medicine and assumes no responsibility for the clinical decisions made by Providers.
Whereas, the Provider is duly licensed, authorized, and experienced in delivering healthcare services under the laws of the applicable jurisdiction(s), and meets the qualifications required to provide telehealth or remote healthcare services via Oladoctor’s Platform, in compliance with all relevant rules and regulations.
Whereas, Oladoctor offers this Agreement as a public contract to an unlimited number of Providers who wish to utilize Oladoctor’s Platform to connect with Patients and provide Services in a lawful and ethical manner. By adhering to this Agreement, the Provider consents to deliver such Services to Patients through the Platform.
In consideration of the mutual promises, obligations, and undertakings herein, Oladoctor and the Provider agree to be bound by the following terms.
Public Offer & Acceptance
1.1. Public Contract. This Agreement is a public offer made by Oladoctor, accessible on the Platform, for any qualified healthcare professional or entity (the “Provider”) who meets the criteria specified herein. By creating an account, registering with Oladoctor, or otherwise using the Platform to deliver healthcare services, You unconditionally accept and agree to all terms and conditions of this Agreement and the overarching Terms and Conditions published for Patients. No separate signature or bilateral execution is necessary.
1.2. Effective Date & Updates.
Effective Date: This Agreement takes effect for each Provider on the date the Provider completes registration and/or begins using the Platform.
Updates: Oladoctor may periodically amend or update this Agreement by posting a revised version on the Platform. Continuing to use the Platform after such posting constitutes acceptance of the amended Agreement. If the Provider does not accept the revised terms, the Provider must immediately discontinue the use of the Platform.
1.3. Independent Relationship. Nothing in this Agreement shall be construed to create a partnership, agency, employment, or joint venture between the Parties. The Provider is an independent contractor, solely responsible for providing clinical or healthcare services. Oladoctor’s role is limited to offering technical infrastructure and related support.
Purpose & Subject Matter
2.1. Purpose. The purpose of this Agreement is to define the rights and obligations under which the Provider, acting as an independent contractor, will utilize Oladoctor’s Platform to offer and deliver remote healthcare or medical services (the “Services”) to individuals seeking such assistance (“Patients” or “Clients”).
2.2. Services. The Services may include, without limitation, telemedicine or telehealth consultations, second opinions, the issuance of prescriptions (if legally permissible), referrals, or related tasks. The Provider retains full professional and clinical responsibility for all aspects of the Services provided to Patients.
2.3. Platform Access & Usage. Oladoctor hereby grants the Provider a limited, non-exclusive, non-transferable right to access and use the Platform solely for legitimate and lawful healthcare provision, consistent with the Provider’s professional qualifications and local regulations. Oladoctor may, at its discretion, modify or update the Platform’s features, user interface, or other functionalities at any time without prior notice.
2.4. No Guarantee of Patient Volume. Oladoctor does not guarantee any minimum number of appointments, Patients, or revenue for the Provider. The Provider may render Services via the Platform, subject to its availability, compliance with local laws, and conformance with Oladoctor’s Terms and Conditions.
Scope of Services
3.1. Nature of Services. The Provider is authorized to use the Platform to offer and perform Services, which may include, but are not limited to, telemedicine consultations, second opinions, referrals, the issuance of legally permissible prescriptions, and other healthcare tasks within the Provider’s professional qualifications and in accordance with applicable law. The Provider acknowledges that:
(a) No Emergency Treatment: The Platform is not designed or intended for emergency or urgent situations, and the Provider shall direct Patients to seek immediate professional care (e.g., dialing 112) for any life-threatening or urgent conditions, consistent with Oladoctor’s Terms and Conditions.
(b) EU/EEA/Switzerland Restriction: As outlined in the Terms and Conditions, the Platform is available only to Patients located within the EU, EEA, or Switzerland. The Provider must ensure compliance with this geographical restriction and refrain from offering Services to individuals outside these jurisdictions.
(c) Prohibited Use of VPN: The Provider shall not knowingly engage or consult with Patients who appear to be circumventing the geographic requirements (e.g., using a VPN), in line with the Terms and Conditions.
3.2. Platform Features & Limitations
(a) Technical Facilitation: The Platform provides scheduling, secure messaging, video/telemedicine tools, payment processing, and other functionalities to facilitate the Provider’s professional interactions with Patients. Oladoctor reserves the right to modify, add, or discontinue any Platform features at its sole discretion, without prior notice.
(b) Document Issuance & Sharing: Subject to applicable laws, the Platform may permit Providers to send (via email, secure messaging, or other methods) medical documents, such as prescriptions, referrals, or medical certificates, created and signed by the Provider. While Oladoctor merely facilitates the electronic delivery of these documents, the Provider is solely responsible for ensuring their content, legality, and compliance with all applicable regulatory requirements.
(c) Consilium Services. Subject to applicable laws, the Platform may permit Providers to collaborate with other licensed healthcare professionals (“Consulting Physicians”) who request recommendations or second opinions regarding their own patients (“Third-Party Patients”). This service (“Consilium”) works as follows:
Initiation: A Consulting Physician initiates a Consilium by uploading or sharing Third-Party Patient data through the Platform.
Provider’s Role: The Provider reviews the submitted information and may issue recommendations (including potential prescriptions, if permitted by law). However, the Provider does not establish a direct doctor-patient relationship with the Third-Party Patient.
Responsibilities:
Provider: Ensures that issuing such recommendations does not violate any licensing rules or telemedicine regulations in the Provider’s jurisdiction.
Consulting Physician: Retains full responsibility for how the recommendations or prescriptions are used, in accordance with the laws and standards of care in their own jurisdiction.
No Direct Treatment: The Provider’s advice is limited to the materials provided; the Provider is not responsible for any ongoing care or follow-up of the Third-Party Patient.
Oladoctor Disclaimer: Oladoctor merely provides the technical means for the Consilium and is not liable for the content of recommendations or their subsequent implementation.
Data Processing: All data shared for the Consilium is stored and processed in compliance with applicable data protection laws (e.g., GDPR).
(d) Prescription, Referral, and “Order” Services: In addition to consultations, Providers may use the Platform to fulfill Patient needs by issuing legally compliant prescriptions, referrals, lab requests, medical certificates, or other “orders.” The Platform merely facilitates electronic transfer; the Provider is solely responsible for verifying compliance with local laws, licensing requirements, and patient safety guidelines.
(e) No Controlled Medications: Pursuant to the Terms and Conditions, no prescriptions for controlled substances shall be issued via the Platform. The Provider agrees to abide by all applicable regulatory and ethical guidelines regarding prescriptions.
(f) Self-Paying Patients & Fees: Patients on the Platform typically engage on a private, self-paying basis, in line with Oladoctor’s Terms and Conditions. The Provider must comply with any specified consultation fees or Commission arrangements set forth by Oladoctor.
(g) Electronic Medical Records: Any medical information or documents generated or transmitted by the Provider (e.g., prescriptions, referrals, lab requests) must be maintained and recorded in accordance with local data protection laws and Oladoctor’s privacy and security policies. Oladoctor may store certain records (e.g., consultation logs) for a limited duration or as required by law. However, the Provider remains primarily responsible for compliance with medical record-keeping and retention laws, as well as secure backup of any critical documents.
3.3. Provider–Patient Relationship
(a) Independent Responsibility: The Provider alone is responsible for all clinical decisions, treatments, and recommendations made in the course of providing Services. The relationship for healthcare services is solely between the Provider and the Patient. Oladoctor is not a party to any contract for medical treatment or advice. Oladoctor does not practice medicine and is not liable for any acts or omissions of the Provider.
(b) Off-Platform Diversion: The Provider shall not solicit or encourage Patients (initially connected through the Platform) to move their consultations, communications, or payments off the Platform. Any attempt to circumvent Oladoctor’s fees or commissions is strictly prohibited. Oladoctor may suspend or terminate the Provider’s account for any suspected or confirmed violation, in addition to pursuing any other legal remedies available.
(c) Local Telemedicine Laws: The Provider affirms they possess all required licenses, certifications, and/or authorizations necessary to lawfully provide telemedicine services in any jurisdiction where Patients are located, as well as to adhere to any cross-border rules indicated in the Terms and Conditions. Oladoctor may conduct periodic checks but is not obligated to verify licensure status.
3.4. No Guarantee of Patient Volume or Outcomes. Oladoctor does not guarantee any minimum volume of appointments or revenue for the Provider. Additionally, Oladoctor makes no warranties regarding clinical outcomes, pharmacy acceptance of prescriptions, or Patient satisfaction. The Provider accepts that all engagements through the Platform are subject to Patient choice, availability, and compliance with local regulations.
3.5. Adherence to Terms and Conditions. This Agreement must be read and interpreted in conjunction with Oladoctor’s Terms and Conditions applicable to Patients, which the Provider agrees to follow and uphold. In the event of any conflict or discrepancy, the terms of this Agreement and the Terms and Conditions shall be interpreted harmoniously to reflect Oladoctor’s overriding aim of providing a compliant telehealth service while safeguarding the rights of Patients and the legitimate business interests of Oladoctor.
Provider Obligations
4.1. Licensing & Compliance
(a) Licensure & Authorization: The Provider represents and warrants that they hold all necessary licenses, certifications, and/or authorizations in every jurisdiction where Patients are located, enabling them to lawfully offer telemedicine or healthcare services via the Platform.
(b) Legal & Ethical Standards: The Provider must comply with all applicable laws, regulations, and professional codes (including telemedicine laws) that govern the practice of medicine. This includes abiding by any EU/EEA/Switzerland restrictions as set out in the Terms and Conditions, especially the prohibition on providing Services to individuals located outside these regions.
(c) Credentials Verification: While Oladoctor may, at its sole discretion, request or verify the Provider’s professional credentials, it is not obligated to conduct exhaustive checks or maintain ongoing monitoring of the Provider’s license status. The Provider remains solely responsible for ensuring that their licensure or certifications remain valid and for promptly notifying Oladoctor of any changes that could impact Patient care or compliance.
(d) Insurance: The Provider warrants they maintain valid professional liability insurance (where legally required) covering telemedicine services, and shall furnish proof of such coverage upon Oladoctor’s request.
4.2. Accurate Information
(a) Up-to-Date Profile: The Provider is responsible for maintaining complete and accurate details on Oladoctor’s Platform, including qualifications, specialties, clinic or practice information, fees, and other relevant data.
(b) Timely Updates: The Provider shall promptly update any changes in licensing status (e.g., suspension, expiration), new addresses, contact information, or any other material changes. Failure to do so may lead to incorrect information being displayed to Patients and potential violations of local regulations or Oladoctor’s policies.
4.3. Quality of Care
(a) Clinical Responsibility: The Provider bears sole responsibility for the content and quality of all medical advice, diagnoses, treatments, or referrals given to Patients. Oladoctor does not practice medicine and disclaims any liability for the Provider’s clinical decisions.
(b) In-Person Examinations & Referrals: If the Provider determines that an in-person consultation, physical examination, or direct referral is necessary for safe and appropriate Patient care, the Provider must advise the Patient accordingly and facilitate any requisite referrals or instructions.
4.4. Appointments & Cancellations
(a) Managing Availability: The Provider is solely responsible for setting and managing their availability on the Platform, ensuring that appointment slots are accurate and up to date.
(b) Cancellation Protocol: If the Provider cannot honor a scheduled appointment, they shall promptly notify the Patient via the Platform or other agreed-upon means.
(c) Repeated Failures: Multiple missed, canceled, or rescheduled appointments by the Provider, without valid justification, may result in suspension or termination of the Provider’s access to the Platform, in addition to any other measures permitted under this Agreement or applicable laws.
4.5. Local Telemedicine Regulations
(a) Cross-Border Compliance: Each Provider is solely responsible for understanding and complying with every applicable telemedicine regulation in the jurisdiction(s) where they and their Patients are located. This includes adhering to the prohibition against using VPN or other methods to circumvent geographic restrictions set forth in the Terms and Conditions.
(b) EU/EEA/Switzerland-Only: The Provider must not knowingly offer or provide Services to Patients located outside EU/EEA/Switzerland, in accordance with Oladoctor’s stated policies.
(c) No Controlled Medications: Consistent with the Terms and Conditions, the Provider shall not prescribe any controlled substances via the Platform. The Provider must observe all relevant rules and ethical guidelines regarding prescription issuance.
4.6. Prohibition on Off-Platform Diversion
(a) No Patient Solicitation: The Provider shall not solicit, encourage, or otherwise facilitate Patients (initially connected through the Platform) to seek consultations, follow-ups, or any form of healthcare services off the Platform with the purpose of bypassing Oladoctor’s fees or commissions.
(b) Consequences of Violation: Any attempt to divert Patients away from the Platform, including direct off-platform payments or “side deals,” is strictly prohibited. If Oladoctor reasonably determines that the Provider has engaged in such practices, Oladoctor may immediately suspend or terminate the Provider’s account and pursue legal or other remedies available under this Agreement or applicable law.
Fees & Commissions
5.1. Commission Structure
(a) Case-by-Case Basis. The commission payable to Oladoctor (the “Commission”) is determined on an individual or case-by-case basis for each Provider. There is no fixed or universal rate, and the Commission may vary depending on the nature of the Services the Provider renders via the Platform (e.g., standard telemedicine consultations, prescription issuance, referrals, lab requests, or any other “Order” services).
(b) Changes to Commission. Oladoctor may, at its discretion, revise or update the Commission structure. Any material changes will be communicated to the Provider via email, a Platform notification, or other appropriate written means. Continued use of the Platform, or acceptance of new tasks or Services, after receipt of such notification constitutes the Provider’s acceptance of the revised Commission. If the Provider does not agree to the revised terms, the Provider must discontinue use of the affected Services or terminate this Agreement, subject to any applicable notice provisions.
(c) Prohibition on Circumvention. The Provider shall not, under any circumstances, attempt to bypass or reduce Oladoctor’s Commission by engaging Patients off the Platform for the same Services initially offered via the Platform. Any act or pattern of conduct indicating such circumvention may result in immediate termination of the Provider’s account and possible legal remedies.
5.2. Payment Processing
(a) Third-Party Processors. Oladoctor integrates authorized payment processors (e.g., Stripe) to manage patient payments for consultations, “Order” services, and related transactions. The Provider agrees to comply with all applicable terms and conditions of these third-party payment processors and acknowledges that Oladoctor has limited control over their operations.
(b) Provider’s Payment Account. The Provider is responsible for creating and maintaining a valid account with the designated payment processor(s) to receive fees from Patients. The Provider must ensure that all banking or payout information is accurate and updated, and that the account remains in good standing.
(c) Remittance of Fees. Depending on Oladoctor’s system settings, the Commission may be automatically deducted from patient payments collected on the Provider’s behalf before the net amount is transferred to the Provider’s account. Alternatively, Oladoctor may invoice the Provider separately for any Commissions or fees owed. Specific arrangements will be communicated in writing (including via email) or displayed in the Provider’s account settings. The Provider must promptly remit any outstanding amounts owed to Oladoctor as directed in any such invoice.
(d) Currency & Transaction Charges. Unless otherwise specified, all transactions on the Platform are processed in euros (EUR). The Provider is responsible for any currency exchange costs, bank fees, or other transaction charges incurred.
5.3. Refunds & Disputes
(a) Platform Cancellation/Reschedule Policy. Oladoctor may maintain a standard cancellation or rescheduling policy for patient consultations, under which refunds (either full or partial) can be initiated. The Provider agrees to comply with this policy and any associated rules related to cancellations, no-shows, or late rescheduling.
(b) Provider-Initiated Refunds. The Provider may authorize refunds or release payment holds in accordance with local consumer protection laws, their professional ethical duties, and the Provider’s own policies, so long as these are not in conflict with the Platform’s minimum requirements. The Provider must promptly inform Oladoctor when issuing or approving such refunds to ensure proper reconciliation of financial records.
(c) Commissions & Fees Liability. If a refund or chargeback occurs – whether initiated by Oladoctor, the Provider, or the Patient – the Provider may still be liable for any Commission or processing fees unless Oladoctor agrees otherwise in writing. The Provider acknowledges that any disputes involving refunds may result in partial or complete forfeiture of Commissions if the relevant rules so dictate.
(d) Provider Tax Obligations. The Provider is solely responsible for determining and remitting any taxes, duties, or similar governmental fees arising from the income earned via the Platform. Oladoctor disclaims any liability for tax obligations or reporting requirements incumbent upon the Provider.
(e) Compliance with Consumer Protection. In all cases, the Provider must comply with relevant consumer protection legislation, including those related to cancellations, refunds, and dispute resolution. Oladoctor may request additional documentation or cooperation from the Provider during investigations of refund disputes or alleged breaches of consumer rights.
Data Protection & Privacy
6.1. Roles
(a) Data Controller: For any Patient (or Client) data, including health information, that the Provider processes via the Platform, the Provider is considered the “Data Controller” under the EU General Data Protection Regulation (“GDPR”) or equivalent local data protection laws. The Provider independently determines the purposes and means of such processing.
(b) Data Processor: Oladoctor (operated by the Company) acts as a “Data Processor” to the extent that it stores, transmits, or otherwise processes Patient data on the Provider’s behalf and under the Provider’s instructions. Oladoctor does not assume any clinical or medical liability for how the Provider collects, uses, or discloses Patient data.
6.2. Data Processing Agreement
(a) Separate or Embedded Clauses. If required by the GDPR or other applicable laws, the Parties shall enter into (or be deemed to have entered into) a Data Processing Agreement (“DPA”). Such DPA may be provided separately or considered an integral part of this Agreement. The DPA or embedded clauses will outline the nature, scope, and purpose of data processing, as well as each Party’s rights and obligations, including security measures and breach-notification procedures.
(b) Scope & Compliance. The Provider must ensure that any processing of health data or personal data via the Platform strictly complies with the relevant legal framework. The Provider acknowledges that the DPA (or these Data Processing clauses) does not limit or reduce the Provider’s ultimate responsibility to comply with all local data protection requirements.
6.3. Sub-Processors
(a) General Authorization. The Provider acknowledges that Oladoctor may engage third-party service providers (“Sub-Processors”) to support Platform functionality (e.g., hosting, email, support). By using the Platform, the Provider grants Oladoctor a general authorization to appoint or replace Sub-Processors as needed.
(b) List of Sub-Processors. Upon written request, Oladoctor will provide the Provider with a current list of Sub-Processors by email (e.g., at support@oladoctor.com). Oladoctor will take commercially reasonable steps to ensure that all Sub-Processors comply with substantially equivalent data protection obligations as set forth herein.
(c) Notification of Changes. If legally required, Oladoctor will notify the Provider in advance of any material change involving the addition or replacement of a Sub-Processor, giving the Provider an opportunity to object if so permitted by law. If the Provider objects on lawful grounds and no mutually acceptable solution is found, either Party may have the right to terminate this Agreement with respect to the affected Services.
6.4. Compliance with GDPR & Other Laws
(a) Provider’s Primary Responsibility. The Provider bears full responsibility for complying with the GDPR (where applicable) and any other relevant data protection or privacy laws in every jurisdiction where they and their Patients are located. The Provider must ensure that any personal data (including sensitive health data) processed via the Platform is collected lawfully and with valid consents, especially given the restriction that only Patients in the EU/EEA/Switzerland may use the Platform.
(b) Oladoctor’s Support. Oladoctor shall implement and maintain appropriate technical and organizational measures in accordance with its obligations as a Data Processor (or equivalent) but relies on the Provider to ensure that data collection and usage instructions are lawful.
(c) Extra-EU Transfers. The Provider acknowledges that Oladoctor may store or process data on servers located in the EU/EEA or via Sub-Processors with adequate data protection safeguards. The Provider must not knowingly engage with Patients outside the EU/EEA/Switzerland in contravention of the Terms and Conditions.
6.5. Technical & Organizational Measures
(a) Oladoctor Measures. Oladoctor employs industry-standard security controls designed to protect personal data against unauthorized access, disclosure, alteration, or destruction, including (but not limited to) encryption (in transit), restricted access, and security monitoring. Oladoctor continuously reviews and updates its security measures in line with applicable data protection standards.
(b) Provider Measures. The Provider is responsible for maintaining secure passwords, providing staff with proper training on data confidentiality, restricting access to sensitive Patient data, and implementing other reasonable safeguards to ensure the confidentiality and integrity of such data. In the event of any data security incident or breach affecting Patient data under the Provider’s control, the Provider must notify Oladoctor without delay and cooperate in any required or advisable notification procedure.
6.6. Patient Consent & Local Requirements
(a) Legally Required Consents. The Provider is solely responsible for obtaining all necessary consents or authorizations from Patients, as mandated by data protection laws and ethical standards, prior to offering telemedicine or collecting personal/health data via the Platform. The Provider must ensure that Patients are informed of their data subject rights, the scope and purpose of data collection, and any potential cross-border transfers or sharing with Sub-Processors.
(b) Local & Stricter Regulations. If local regulations impose additional or stricter obligations (e.g., local telemedicine laws, data hosting restrictions), the Provider must ensure compliance. Non-compliance with local data protection or telemedicine rules may result in suspension of the Provider’s account or other remedies as provided by this Agreement and applicable laws.
(c) Non-Disclosure of Controlled Data. In line with the Terms and Conditions, no controlled substances may be prescribed. Similarly, the Provider must not introduce any data into the Platform that would be illegal to process or store under local laws or that falls outside the scope of permissible telemedicine data collection.
Intellectual Property
7.1. Platform IP
(a) Ownership. All rights, title, and interest in and to the Platform (including, but not limited to, its underlying software, trademarks, logos, text, databases, layouts, and any related intellectual property) belong solely to Oladoctor or its licensors. Nothing in this Agreement shall be construed to confer upon the Provider any ownership interest or title in the Platform or any part thereof.
(b) Limited License. Subject to this Agreement, the Provider receives a non-exclusive, non-transferable, revocable right to use the Platform for legitimate healthcare purposes, in compliance with local laws, regulations, and Oladoctor’s Terms and Conditions. Oladoctor reserves the right to suspend, modify, or revoke this license at any time if the Provider violates any term of this Agreement or the Terms and Conditions.
(c) Brand Use. The Provider may not use Oladoctor’s brand name, trademarks, logos, or other identifiers in advertising, marketing, or publicity without Oladoctor’s prior written consent, except to the extent necessary to identify the Provider’s use of the Platform for legitimate telehealth Services.
(d) Confidential Information. The Provider acknowledges that certain non-public information regarding Oladoctor’s technology, pricing, or business practices is confidential. The Provider shall maintain such information in confidence and use it solely in connection with Services under this Agreement
7.2. Provider Content
(a) Ownership & Responsibility. The Provider retains ownership of any images, text, or other content (collectively, “Provider Content”) uploaded or submitted to the Platform (e.g., practice details, profile pictures, descriptions). The Provider represents and warrants that all such Provider Content is accurate, lawful, non-infringing, and suitable for display in a professional healthcare context.
(b) License to Oladoctor. By uploading Provider Content, the Provider grants Oladoctor a non-exclusive, royalty-free, worldwide license to display, reproduce, distribute, and otherwise use the Provider Content strictly within the scope of providing the Services on the Platform. This license terminates upon removal of such Provider Content from the Platform, except to the extent Oladoctor must retain copies for legal or regulatory compliance (e.g., to document medical interactions).
(c) Provider Content Warranty & Indemnification. The Provider acknowledges sole responsibility for the accuracy, legality, and intellectual property compliance of any Provider Content. Oladoctor does not endorse or assume liability for any Provider Content. The Provider agrees to indemnify and hold Oladoctor harmless from any claims arising from or related to Provider Content, including, but not limited to, allegations of defamation, infringement, or violation of any third-party rights.
7.3. Restrictions
(a) No Unauthorized Copying or Modification. The Provider must not copy, distribute, modify, reverse-engineer, decrypt, or create derivative works based on the Platform or any part thereof, except as expressly permitted by law. The Provider shall not sub-license, rent, lease, sell, or otherwise exploit the Platform or associated intellectual property for any unauthorized purpose.
(b) Prohibition on Data Harvesting. The Provider is prohibited from using automated tools (e.g., spiders, bots, scrapers) to harvest or collect data from the Platform, except as expressly allowed by Oladoctor’s privacy and security policies. Any misuse of the Platform’s infrastructure, or attempts to retrieve information beyond the scope necessary to provide legitimate healthcare Services, is strictly forbidden.
(c) Injunctive Relief. The Provider acknowledges that any breach of this Section 7 (Intellectual Property) may cause irreparable harm to Oladoctor, and that monetary damages may be insufficient to remedy such a breach. Accordingly, Oladoctor reserves the right to seek injunctive or equitable relief in addition to any other remedies available under this Agreement or at law.
Disclaimers & Liability
8.1. No Medical Warranty
(a) No Guarantee of Clinical Outcomes. Oladoctor does not warrant or guarantee any clinical or health-related outcomes, results for Patients, or the Provider’s success in rendering Services via the Platform. The Provider alone is responsible for determining the appropriate standard of care, diagnostic protocols, and treatments in each telemedicine consultation or healthcare service provided.
(b) No Guarantee of Patient Volume. As stated elsewhere in this Agreement and in the Terms and Conditions, Oladoctor makes no representation or commitment as to the number of Patients, appointments, or earnings the Provider may achieve through the Platform.
8.2. Platform “As Is”
(a) No Warranties. The Platform is provided on an “as is” and “as available” basis. Oladoctor disclaims all warranties, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted availability. Oladoctor does not guarantee that the Platform will function error-free, that any defects will be corrected, or that the Platform’s infrastructure is free of viruses or other harmful components.
(b) Connectivity & Geographic Restrictions. The Provider acknowledges that the Platform’s performance may depend on third-party networks (e.g., internet service providers), and Oladoctor is not liable for any connectivity or quality issues beyond its control. Any usage outside the EU/EEA/Switzerland, or via VPN/other location-masking technologies, is strictly prohibited as per the Terms and Conditions, and Oladoctor disclaims liability for any non-compliant usage.
8.3. Limitation of Liability
(a) Monetary Cap. To the fullest extent permitted by law, Oladoctor’s total liability arising out of or related to this Agreement shall be limited to the total Commission paid by the Provider to Oladoctor during the three (3) months immediately preceding the event giving rise to the claim.
(b) Exclusion of Certain Damages. Under no circumstances shall Oladoctor be liable for indirect, incidental, special, consequential, or punitive damages (including lost profits, business interruption, or data loss), even if advised of the possibility of such damages. The Provider is responsible for adopting adequate security measures, data backups, and any other precautions necessary to minimize potential losses.
(c) Disclaimer of Off-Platform Responsibility. Oladoctor shall not be responsible or liable for any engagements, communications, or transactions that the Provider undertakes with Patients off the Platform, particularly any attempts to bypass Oladoctor’s fees or commissions.
8.4. Medical Liability
(a) Independent Professional Judgment. The Provider is solely responsible for any professional negligence, malpractice, or harm arising from clinical decisions or advice. Oladoctor disclaims all liability for any medical outcomes, diagnoses, prescriptions, or follow-up instructions provided by the Provider.
(b) No Liability for Consilium Recommendations. Where the Provider participates in Consilium or second-opinion Services, the Provider must ensure compliance with all applicable telemedicine laws and professional obligations. Oladoctor merely provides the technical means for these collaborations and is not accountable for how any advice or recommendation is interpreted or used by Consulting Physicians or Third-Party Patients.
(c) Compliance with Local Laws & Ethical Standards. The Provider bears full responsibility for adhering to any telemedicine regulations, local licensing requirements, and ethical rules in jurisdictions where Patients are located. In no event shall Oladoctor be deemed liable for a Provider’s failure to comply with such legal or professional mandates.
8.5. Off-Platform Interactions
(a) Prohibition on Off-Platform Services. The Provider acknowledges that each Patient introduced through the Platform is intended to be served exclusively via the Platform. Any attempt by the Provider to solicit, encourage, or conduct continued treatment or follow-up consultations with those Patients off the Platform, in order to circumvent Oladoctor’s fees or commissions, is strictly prohibited.
(b) Liability for Off-Platform Engagement. Should the Provider engage in any off-platform interactions with Patients originally connected through the Platform (including but not limited to direct payments or separate contracts for medical services), the Provider shall bear sole responsibility for all associated risks, including legal, regulatory, and financial liabilities. Oladoctor disclaims any liability for such off-platform activities and reserves the right to immediately suspend or terminate the Provider’s account upon discovery or reasonable suspicion of such conduct.
(c) Remedies & Enforcement. In addition to terminating the Provider’s access to the Platform, Oladoctor may pursue legal or equitable remedies, including compensation for lost commissions, if the Provider diverts Patients off the Platform in violation of this Agreement. Furthermore, Oladoctor shall have the right to impose a contractual penalty of one thousand euros (€1,000) for each documented instance of Patient diversion or unauthorized off-platform servicing by the Provider, in addition to any other remedies or compensation. The Provider agrees to cooperate with any investigation by Oladoctor into alleged Patient diversion or unauthorized off-platform servicing.
8.6. Indemnification for Patient Diversion
(a) Scope of Indemnification. The Provider shall indemnify, defend, and hold harmless Oladoctor, its affiliates, officers, directors, and employees from and against any and all claims, damages, liabilities, losses, or expenses (including reasonable attorneys’ fees) arising out of or relating to the Provider’s professional negligence or breach of data protection obligations.
(b) Triggering Events. This indemnification obligation extends to, but is not limited to, legal actions brought by Patients, third parties, or regulators alleging violation of telemedicine laws, breach of contract, or misrepresentation resulting from services rendered off the Platform.
(c) Provider’s Obligations. The Provider shall promptly notify Oladoctor of any threatened or actual claim, demand, or proceeding falling within the scope of this indemnification clause. At Oladoctor’s request and expense, the Provider shall cooperate in the defense or settlement of any such action, ensuring that Oladoctor retains the right to select counsel or assume control of defense as needed.
(d) No Limitation. Nothing in this Section shall be construed to limit any other indemnification or defense obligations stated elsewhere in this Agreement, including standard indemnities for malpractice, negligence, or data protection breaches.
Term & Termination
9.1. Term. This Agreement takes effect upon the Provider’s creation of an account on the Platform or clicking “I Accept” (or equivalent), thereby signifying acceptance of these terms. The Agreement remains in force until terminated under the provisions set forth in this Section 9 or elsewhere in this Agreement.
9.2. Termination by Notice
(a) Termination for Convenience. Either Party may terminate this Agreement, in whole or in part, without cause by providing thirty (30) days’ written notice (including email) to the other Party. If the Provider elects to terminate, the Provider must discontinue use of the Platform immediately upon the effective date of termination.
(b) Concluding Obligations. Upon receiving notice of termination, the Provider shall finalize any ongoing Patient consultations (if clinically appropriate) or ensure Patients are promptly referred to alternative care if feasible. Oladoctor will cease providing Platform access to the Provider on the effective date of termination, unless otherwise required by law or mutual agreement.
9.3. Immediate Termination
(a) Material Breach. Oladoctor may suspend or terminate the Provider’s access to the Platform immediately if the Provider (a) seriously breaches this Agreement, (b) violates the Terms and Conditions or relevant telemedicine regulations, (c) repeatedly fails to comply with obligations regarding licensing or patient safety, or (d) repeatedly misses or cancels scheduled appointments without justification. The Provider may likewise terminate this Agreement immediately upon a serious breach by Oladoctor that remains uncured after notice.
(b) Patient Diversion, Illegal Conduct, or License Suspension. Without limiting the foregoing, Oladoctor may instantly terminate the Provider’s account if it determines that the Provider has engaged in Patient diversion, operated illegally, or had their medical license suspended/revoked.
(c) Surviving Clauses. All provisions regarding confidentiality, indemnification, intellectual property, liability, data protection, or other clauses that by their nature extend beyond termination shall survive the end of this Agreement.
9.4. Effects of Termination. Upon termination, the Provider’s license to access or use the Platform, including all functionalities and patient-facing services, immediately ceases. Any accrued payment obligations (e.g., Commission, penalties for off-platform servicing) remain due and payable. Oladoctor may retain certain Provider account information or Patient data as required by law, or in accordance with legitimate business or regulatory requirements, subject to data protection laws.
Miscellaneous Provisions
10.1. Governing Law & Jurisdiction
(a) Applicable Law. This Agreement, and all disputes or claims arising out of or relating to it, shall be governed by and construed in accordance with the laws of the Republic of Cyprus, without regard to its conflict-of-law principles.
(b) Courts of Cyprus. The Parties irrevocably submit to the exclusive jurisdiction of the courts located in Nicosia, Cyprus, for the resolution of any dispute, legal action, or proceeding arising out of or related to this Agreement.
10.2. Force Majeure. Neither Party shall be deemed in breach of this Agreement for failing to perform obligations if the failure is due to circumstances beyond their reasonable control, including but not limited to natural disasters, war, acts of terrorism, labor disputes, power/internet outages, or governmental actions (“Force Majeure Event”). The Party affected by a Force Majeure Event shall promptly notify the other Party in writing, describing the nature and expected duration of the event. Both Parties shall make all reasonable efforts to mitigate the impact of the Force Majeure Event and resume full performance as soon as possible.
10.3. Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding its subject matter, superseding any prior or contemporaneous communications, understandings, or contracts (whether oral or written).
10.4. No Waiver. A Party’s failure or delay in exercising any right or remedy under this Agreement shall not operate as a waiver of that or any other right or remedy. A waiver of any breach must be made in writing, signed by the waiving Party, and shall not be construed as a waiver of any subsequent breach.
10.5. Assignment. The Provider may not assign or transfer (by operation of law or otherwise) any rights or obligations under this Agreement without Oladoctor’s prior written consent. Oladoctor may assign or transfer this Agreement, in whole or in part, to an affiliate or a successor entity, provided that such assignment does not materially reduce the Provider’s rights under this Agreement.
10.6. Notices. Any notices or communications required or permitted under this Agreement must be in writing and sent to the addresses or emails designated by each Party. Notices are deemed received upon actual receipt or one (1) business day after dispatch (for email or courier), whichever occurs first.
10.7. Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable by a competent court or authority, the Parties intend that the remaining provisions shall remain in full force and effect. If feasible, the invalid provision shall be reformed and enforced to the maximum extent permitted by law to achieve its original intent.
10.8. Headings & Interpretation. Section and subsection headings are for convenience only and shall not affect the interpretation of this Agreement. Any reference to a statute or regulation includes any amendments thereto. Words in the singular include the plural and vice versa. The words “including” and “include” mean “including without limitation.”
10.9. Execution & Counterparts. By creating an account or clicking “I Accept” (or equivalent) during registration on the Platform, the Provider acknowledges and agrees to be legally bound by all terms and conditions of this Agreement without the need for further signatures. Oladoctor may provide or store this Agreement electronically. Both Parties agree such electronic form is valid and enforceable.
