INDEPENDENT CONTRACTOR PUBLIC AGREEMENT

Last updated: 2 June 2026 Effective from: 2 June 2026

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 is an information society service provider operating an online marketplace (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 is not a healthcare provider, clinic or medical institution; it 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. 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 using the Platform to deliver healthcare services, you accept all terms of this Agreement and the Terms of Use published for Patients. No separate signature is required.
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. 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.
2. Definitions & incorporation by reference. “Terms of Use” means the Oladoctor Terms of Use as amended from time to time. Capitalised terms used but not defined here have the meaning given in the Terms of Use. In case of inconsistency, this Agreement prevails for Provider-facing obligations; the Terms of Use prevail for Patient-facing terms.

Purpose & Subject Matter
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. 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.
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.
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 of Use.
Scope of Services
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:

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; in Spain, 024 for suicide-related crisis) for any life-threatening or urgent conditions, consistent with Oladoctor’s Terms of Use.
Territory. The Provider shall offer clinical services only within the Eligible Locations shown on the Platform (currently Spain, Portugal, Italy and Poland) and must not knowingly consult Patients outside those locations or where doing so would breach applicable law or professional rules. The Provider must not knowingly rely on location-masking (e.g., VPN/proxy) that would circumvent territorial requirements.
Patient Age. The Platform serves only Patients who are eighteen (18) years of age or older. The Provider must not knowingly provide Services to a minor; any account discovered to belong to a minor will be terminated by Oladoctor in accordance with the Terms of Use.
1. Platform Features & Limitations
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.
Document Issuance & Sharing: Subject to applicable laws, the Platform enables in-platform delivery of medical documents (e.g., prescriptions, referrals, certificates) created and signed by the Provider. Email or other channels may be used only where lawful and with appropriate safeguards. Oladoctor merely facilitates electronic delivery; the Provider is solely responsible for the content, legality and compliance of any document issued.
Local Clinical Assessment Services.

Definitions. “Consulting Doctor” means the Provider who conducts a consultation with a Patient and may initiate a post-consultation local clinical assessment by submitting information from that consultation. “Local Doctor” means a Provider licensed and authorised to practise in the Patient’s country. (i) Local-licence rule. Only a Local Doctor may issue prescriptions, certificates, or other patient documents intended for use in the Patient’s country. A Provider who is not a Local Doctor must not issue, promise, or imply the availability of such documents and may provide recommendations only. (ii) Roles and relationships. Initiation of a local clinical assessment does not create a doctor–patient relationship between the Consulting Doctor and the Local Doctor. The Consulting Doctor remains responsible for the consultation performed and for the decision to initiate a local clinical assessment. If a Local Doctor is engaged, that Local Doctor independently reviews the submitted information and is solely responsible for any decision to issue documents and for compliance with applicable local laws and professional standards. The Local Doctor has absolute clinical discretion to prescribe, refuse to prescribe, or alter any treatment or medication based entirely on their own professional evaluation and applicable local laws. Oladoctor neither dictates nor influences this clinical evaluation. The Local Doctor’s assessment constitutes an independent clinical decision and does not constitute medical advice to the Patient by the Consulting Doctor beyond the original consultation. (iii) Process and channel. Local clinical assessment is conducted exclusively via the Platform through submission of consultation-related information and subsequent independent assessment by a Local Doctor, and – where lawful and clinically appropriate – issuance of documents by that Local Doctor. Off-platform communication, document issuance, or billing in connection with a local clinical assessment is not permitted. Oladoctor does not guarantee the availability of a Local Doctor and is not obliged to source one. (iv) Responsibilities and warranties. (a) The Consulting Doctor warrants that any submission of Patient data for a local clinical assessment is lawful, transparent to the Patient, and compliant with professional secrecy and data protection laws, including obtaining any required consent or authorisation. Only information necessary for the local clinical assessment shall be shared, with pseudonymisation where feasible. (b) Each participating Provider warrants that they act within the scope of their licensing, authorisation, and professional rules and that they maintain records as required by applicable law. (c) Oladoctor is not responsible for continuous verification of any Provider’s licensing, location, or legal eligibility; Providers must self-assess compliance and provide supporting evidence upon request. (v) Data protection. For data processed in connection with a local clinical assessment, the Consulting Doctor and, where applicable, the Local Doctor act as independent controllers. Oladoctor acts solely as a processor to host and relay such data in accordance with Annex 1 (Data Processing Addendum). International data transfers and sub-processing are governed by the DPA. Any breach of this Section constitutes a material breach and may result in suspension, termination, or indemnity obligations. (vi) Timeframes (indicative). Local Doctors shall use reasonable efforts to complete a local clinical assessment within twenty-four (24) hours where lawful and clinically appropriate. This timeframe is indicative only and does not constitute a service-level commitment or guarantee. Actual timing may vary due to clinical, legal, or operational factors. Timing does not, by itself, entitle a Patient to a refund (see Terms of Use §5). (vii) Payments. Payments are processed on-platform via Stripe Connect. Where a Local Doctor is engaged, a fixed fee is paid for the professional local clinical assessment and, where lawful, document issuance. This fee compensates professional services performed and is not contingent on outcome, not a referral fee, and not an inducement to prescribe. Off-platform settlement is prohibited. Refunds and chargebacks are governed by the Terms of Use §5.

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.
Self-Paying Patients & Fees: Patients on the Platform typically engage on a private, self-paying basis, in line with Oladoctor’s Terms of Use. The Provider must comply with any specified consultation fees or Commission arrangements set forth by Oladoctor.
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.
1. Provider–Patient Relationship
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.
Total Clinical Autonomy. Each Provider operates with total clinical autonomy. Within the limits of applicable national law, the Provider has absolute discretion to prescribe, refuse to prescribe, or alter any treatment or medication based entirely on their own professional evaluation. Oladoctor neither dictates nor influences this clinical evaluation.
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. Oladoctor may rely on reasonable indicators (order IDs, delivery tokens, meeting logs, payment traces) and reasonable inferences to establish diversion.
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 of Use. Oladoctor is not obliged to perform continuous monitoring or verification of licensing or compliance; the Provider warrants ongoing compliance and shall promptly notify Oladoctor of any restriction or condition on the right to practise and provide evidence on request.
1. 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.
2. Adherence to Terms of Use. This Agreement must be read and interpreted in conjunction with Oladoctor’s Terms of Use 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 of Use 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
1. Licensing & Compliance

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.
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 of Use, especially the prohibition on providing Services to individuals located outside these regions.
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.
Insurance (Strongly Recommended). Oladoctor strongly recommends that the Provider maintains a valid professional indemnity and medical malpractice liability insurance policy covering telemedicine services. The Provider acknowledges and agrees that they are solely responsible for verifying and complying with all mandatory insurance requirements enforced by the medical regulatory bodies (e.g., Colegio de Médicos in Spain, Ordem dos Médicos in Portugal, Ordine dei Medici Chirurghi e degli Odontoiatri in Italy, Izba Lekarska in Poland) in the countries where they offer Services via the Platform. Oladoctor does not impose a single global insurance minimum and assumes no liability for the Provider’s failure to maintain appropriate insurance coverage under national rules. Where the Provider maintains such cover, the Provider shall furnish proof upon Oladoctor’s reasonable request.
Sanctions, export-control and anti-bribery compliance. The Provider warrants ongoing compliance with sanctions, export-control, anti-bribery and anti-money-laundering laws applicable to its activities on the Platform.
1. Accurate Information
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.
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.
1. Quality of Care
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.
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.
1. Appointments & Cancellations
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.
Cancellation Protocol: If the Provider cannot honor a scheduled appointment, they shall promptly notify the Patient via the Platform or other agreed-upon means.
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.
1. Local Telemedicine Regulations
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 of Use.
Eligible Locations: The Provider must not knowingly offer or provide Services to Patients located outside Eligible Locations, in accordance with Oladoctor’s stated policies.
Statutory Technical Compliance & Prohibited Substances. The Platform enforces absolute technical blocks preventing the issuance of prescriptions for substances that cannot legally be prescribed via telemedicine under applicable national laws (e.g., narcotic drugs of Schedule I of the United Nations Single Convention of 1961, which in Spain require the Receta Oficial de Estupefacientes (ROE) and in-person supervision under Real Decreto 1675/2012). Beyond these statutory technical compliance blocks, the Platform does not engage in automated clinical decision-making. The Provider retains sole, exclusive clinical responsibility for all medical cross-border evaluations and prescription choices. The Provider must comply with local law and decline requests for substances that cannot lawfully be prescribed by telemedicine.
Methylphenidate (Spain). Methylphenidate is classified as an estupefaciente in Spain. Where Spanish law permits its lawful prescription via the electronic ROE (e-ROE) infrastructure under specific conditions (in particular, by a psychiatrist licensed in Spain for adult ADHD patients located in Spain), the prescribing decision is taken by the Provider exclusively, on the Provider’s professional responsibility. Oladoctor neither pre-approves nor refuses such prescriptions; the Provider issues the prescription in their own name via the e-ROE flow.
Substitution Therapy and Specialised Addiction-Treatment Programmes. The Platform is not a substitution-therapy provider. Specialised programmes for opioid substitution therapy (e.g., methadone or buprenorphine maintenance), inpatient detoxification and similar specialised addiction-treatment programmes are not offered through the Platform. The Provider must not deliver such programmes through the Platform.
1. Prohibition on Off-Platform Diversion
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.
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
1. Commission Structure

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).
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.
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.
1. Payment Processing
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 of Use of these third-party payment processors and acknowledges that Oladoctor has limited control over their operations.
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.
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.
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.
Stripe Connect; deductions and set-off. The Provider must maintain a valid Stripe Connect account, complete KYC, and comply with Stripe terms. The Provider authorises Oladoctor and/or Stripe to deduct Commissions, refunds, chargebacks and processing fees from payouts or to set off against future payouts/invoices. Payout timing is governed by Stripe. If Connect access is suspended, Oladoctor may suspend bookings until reinstated.
1. Refunds & Disputes
Incorporation. The Provider shall apply the cancellation, reschedule and refund rules set out in the Terms of Use §5 (as amended from time to time), including rules for questionnaire-based products and post-consultation local Doctor involvement.
Processing mechanics. Refunds are executed via Stripe Connect on the Provider’s behalf. The Provider authorises Oladoctor and/or Stripe to deduct refunds, chargebacks and processing fees from payouts or to set off such amounts against future payouts/invoices. Oladoctor may initiate and execute any refund that is due under the Terms of Use §5 or mandated by law, and the Provider hereby instructs and irrevocably authorises Oladoctor and/or Stripe to do so, including any necessary deductions or set-offs.
Commissions/fees. Commissions and platform/processing fees may be non-refundable unless Oladoctor decides otherwise in writing. Any goodwill refund the Provider chooses to grant beyond the Terms of Use is at the Provider’s cost.
Channel and cooperation. Refunds must be processed on-platform (no off-platform refunds). The Provider shall promptly notify Oladoctor of any approved refund and cooperate in disputes/chargebacks, including by supplying reasonable evidence and case notes.
Chargebacks. Chargebacks are handled under Stripe’s rules. Oladoctor may pause payouts and offset chargeback amounts and related fees. Final allocations follow Stripe’s outcome and the Terms of Use.
Consumer law. The Provider remains responsible for compliance with applicable consumer-protection laws in their practising country and shall cooperate with Oladoctor in any investigation of refund disputes or alleged breaches.
Taxes. The Provider is solely responsible for taxes arising from amounts earned via the Platform (this does not affect Oladoctor’s own tax obligations, if any). Where applicable, the Provider may benefit from VAT exemptions for medical services under national law (e.g., Article 20.Uno.3 LIVA in Spain, and equivalent provisions in Portugal, Italy and Poland).

Data Protection & Privacy
1. Roles

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.
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.
1. Data Processing Agreement
Parties enter Annex 1 (Data Processing Addendum, Art. 28 GDPR), which governs processor obligations.
1. Sub-Processors
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.
List of Sub-Processors. Upon written request, Oladoctor will provide the Provider with a current list of Sub-Processors by email (e.g., at [email protected]). Oladoctor will take commercially reasonable steps to ensure that all Sub-Processors comply with substantially equivalent data protection obligations as set forth herein.
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.
1. Compliance with GDPR & Other Laws
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 a valid legal basis, especially given the restriction that only Patients in the Eligible Locations shown on the Platform may use the Services.
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.
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 Patients outside the Eligible Locations shown on the Platform contrary to the Terms of Use.
1. Technical & Organizational Measures
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.
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 a personal data breach affecting Patient data, the Provider shall notify Oladoctor without undue delay and in any case within 48 hours of becoming aware, and promptly cooperate on containment and notifications. The Provider shall also timely support responses to data subject requests relating to Patient data processed via the Platform.
1. Patient Consent & Local Requirements
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.
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.
Non-Disclosure of Controlled Data. Consistent with the Terms of Use, statutory technical compliance blocks apply to prescriptions for substances that cannot lawfully be prescribed via telemedicine. 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
1. Platform IP

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.
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 of Use. 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 of Use.
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.
1. Provider Content
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.
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).
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.
1. Restrictions
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.
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.
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
1. No Medical Warranty

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.
No Guarantee of Patient Volume. As stated elsewhere in this Agreement and in the Terms of Use, Oladoctor makes no representation or commitment as to the number of Patients, appointments, or earnings the Provider may achieve through the Platform.
1. Platform “As Is”
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.
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 Eligible Locations shown on the Platform or via VPN/location-masking to circumvent territorial limits is prohibited under the Terms of Use.
1. Limitation of Liability
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. Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable law.
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.
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.
1. Medical Liability
Independent Professional Judgment. Each Provider acts under their own independent professional judgment and remains solely responsible for any professional negligence, malpractice, or harm arising from their clinical decisions, assessments, advice, prescriptions, or other medical actions. Each Provider operates with total clinical autonomy, with absolute discretion to prescribe, refuse to prescribe, or alter any treatment or medication based entirely on their own professional evaluation and applicable local laws. Oladoctor disclaims all liability for any medical outcomes, diagnoses, prescriptions, documents, or follow-up instructions issued by any Provider.
No Liability for Local Clinical Assessment. Where a Provider initiates or participates in a local clinical assessment following a consultation, each involved Provider remains independently responsible for their respective professional actions and decisions. Oladoctor provides only the technical infrastructure enabling the submission and review of information and does not participate in, influence, or validate any clinical assessment, recommendation, or decision made by any Provider.
Compliance with Local Laws & Ethical Standards. Each Provider bears full responsibility for complying with all applicable telemedicine regulations, licensing requirements, professional rules, and ethical standards in the jurisdictions where Patients are located or where documents are issued. Oladoctor shall not be liable for any failure by a Provider to comply with such legal or professional obligations.
Professional insurance (strongly recommended). Oladoctor strongly recommends that each Provider maintains professional liability (malpractice) insurance appropriate for telemedicine practice in each country in which they provide services, with coverage limits customary for the relevant specialty and jurisdiction. The Provider is solely responsible for verifying and complying with the mandatory insurance requirements of their applicable medical regulatory bodies. Proof of such insurance, where maintained, should be provided to Oladoctor upon reasonable request.
1. Off-Platform Interactions
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.
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.
Remedies & enforcement. In addition to suspension/termination, if the Provider diverts a Platform Patient off-platform to circumvent fees, the Provider shall pay liquidated damages of EUR 1,000 per diverted booking (a genuine pre-estimate of loss) in addition to Commissions that would have applied. Oladoctor may rely on reasonable indicators (booking/communication logs, unique order references, document tokens, timing/session evidence) to establish diversion and may offset liquidated damages and unpaid Commissions against payouts or invoice them.
1. Indemnification for Patient Diversion
Scope. The Provider shall defend, indemnify and hold harmless Oladoctor, its affiliates and their respective directors, officers, employees and agents from and against any third-party claims, complaints, investigations, fines, penalties, damages, losses, costs and expenses (including reasonable legal and professional fees) arising out of or relating to:
1. the Provider’s clinical acts or omissions;
2. the Provider’s breach of data-protection or security obligations;
3. infringement or misuse of intellectual property, branding or publicity rights by Provider Content or materials issued to Patients;
4. the Provider’s violation of law, telemedicine/medical rules, sanctions or export-control restrictions;
5. patient diversion/off-platform servicing intended to circumvent the Platform or its fees;
6. misrepresentation or breach of this Agreement or the Terms of Use by the Provider;
7. any tax, social-security or employment claim arising from the Provider’s status as an independent professional (including any claim that the Provider should have been characterised as an employee — see §1.3).
Defence and settlement. Oladoctor may control the defence and select counsel. The Provider shall co-operate reasonably and provide information/evidence on request. No party shall settle any matter that (1) imposes admissions, non-monetary obligations or ongoing commitments on the other party, or (2) impairs that party’s rights, without that party’s prior written consent (not to be unreasonably withheld).
Set-off. Oladoctor may offset amounts due under this Section against payouts or invoice the Provider for any shortfall, without prejudice to other remedies.
Carve-out. This Section does not require the Provider to indemnify to the extent a claim is finally determined to have been caused by Oladoctor’s wilful misconduct.

Term & Termination
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.
2. Termination by Notice

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.
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.
1. Immediate Termination
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 of Use 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.
Suspension, restriction and termination. Without prejudice to other remedies, Oladoctor may, acting reasonably, suspend or restrict the Provider’s access to the Platform (including hiding the profile, disabling bookings/features, pausing payouts, and cancelling affected bookings with refunds under the Terms of Use §5) or terminate this Agreement if any of the following applies: (i) suspected patient diversion or fee circumvention; (ii) suspected unlawful conduct, serious regulatory/compliance risk, or material breach of this Agreement or Platform policies; (iii) fraud/chargeback risk or Stripe Connect/KYC failure or suspension; (iv) data-protection or security risk/incident; (v) risk to patient safety or material service-quality failures (e.g., repeated no-shows); (vi) failure to co-operate with a reasonable investigation or to provide information reasonably requested by Oladoctor to assess compliance (e.g., confirmation of right to practise in the relevant country).

Oladoctor is not obliged to perform continuous monitoring or verification of the Provider’s licensing or regulatory compliance. The Provider warrants ongoing compliance and must promptly notify Oladoctor of any suspension, restriction or condition on their right to practise and provide evidence on request. Oladoctor may act on credible reports, complaints or authority notices.

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.
1. 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
1. Governing Law & Jurisdiction

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. This is without prejudice to mandatory provisions of the laws of the Provider’s country of practice that cannot be excluded by contract (including labour, tax and professional rules).
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.
Out-of-court dispute settlement. Where applicable under EU/Spanish law (including Regulation (EU) 2019/1150 on platform-to-business relations and DSA Article 21 where applicable), the Provider may use designated out-of-court dispute settlement bodies.
1. 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.
2. 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).
3. 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.
4. 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.
5. Confidentiality. Each Party shall keep Confidential Information of the other Party (non-public business, technical and commercial information disclosed in connection with this Agreement) confidential and use it only to perform this Agreement. Disclosure is permitted to employees/contractors/advisers under confidentiality, and where required by law or competent authority. These obligations survive termination.
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.
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.
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.”
9. Language Hierarchy. This Agreement may be provided in multiple languages. Where Oladoctor operates in specific EU national markets, the local-language version of this Agreement shall take legal priority over the English master text for Providers established in that jurisdiction. Specifically: (a) for Providers established in Spain, the Spanish version prevails; (b) for Providers established in Portugal, the Portuguese version prevails; (c) for Providers established in Poland, the Polish version prevails. For Providers in any other Eligible Location (including Italy) or outside the Eligible Locations, the English version prevails.
10. 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 the terms of this Agreement and the Terms of Use without the need for further signatures. Oladoctor may provide or store this Agreement electronically. Both Parties agree such electronic form is valid and enforceable.

Annex 1 — Data Processing Addendum (Art. 28 GDPR)

Precedence. If this DPA conflicts with the Agreement, this DPA prevails for data-protection matters. It does not create obligations beyond GDPR.

Parties and roles. The Provider acts as controller for Patient data processed via the Platform. Oladoctor acts as processor solely to host/relay such data on the Provider’s documented instructions. For Oladoctor’s own business operations (accounts, billing, support, analytics), Oladoctor acts as controller (outside this DPA).
Controller responsibilities. The Provider is solely responsible for: (a) lawful basis (incl. Art. 9(2)(h) where applicable), transparency notices (Arts. 13/14), and data minimisation; (b) determining retention and deletion schedules under healthcare law; (c) responding to data-subject requests; and (d) the lawfulness of instructions and of any cross-border/telemedicine use.
Subject matter & duration. Processing of personal data (including health data) necessary to operate Platform features used by the Provider, for the term of the Agreement until deletion/return under §13.
Nature & purpose. Storage, transmission, display, and limited support access for troubleshooting; no profiling or secondary use by Oladoctor as processor.
Data subjects & data. Patients (and, where applicable, guardians). Data types may include: identification/contact; booking/intake/questionnaire; attachments (PDF/JPG/PNG/DOC, within configured limits); consultation logistics/metadata; outputs (e.g., prescriptions/certificates); support tickets; audit/access logs.
Instructions. Oladoctor processes only on the Provider’s lawful documented instructions as set out in the Agreement, this DPA and in-product settings. If an instruction appears unlawful or non-GDPR-compliant, Oladoctor will inform the Provider and may suspend the instruction pending clarification; Oladoctor is not obliged to act on unlawful instructions.
Confidentiality. Oladoctor ensures personnel with access are under confidentiality obligations and receive appropriate privacy/security training.
Security (Art. 32). Oladoctor implements appropriate technical and organisational measures, including role-based access controls (least privilege; MFA where applicable), encryption in transit and at rest using provider-native mechanisms, logging/monitoring, vulnerability management, and EEA-hosted backups. A high-level description is available on request.
Sub-processors.
1. Authorisation. The Provider grants general authorisation for sub-processors (e.g., hosting, email delivery, support, ancillary services). Existing sub-processors are deemed approved.
2. Contracts. Each sub-processor is bound by Art. 28-equivalent obligations.
3. Changes & objections. Oladoctor will notify of material sub-processor changes (via list or email). The Provider may object on reasonable data-protection grounds; if unresolved, the Provider’s sole remedies are to disable the affected feature or terminate the relevant part of the Service without penalty.
International transfers. Oladoctor uses EEA-first hosting. Where processing involves transfers outside the EEA/UK, Oladoctor implements Standard Contractual Clauses and/or relies on EU-US DPF (where certified), together with any additional measures required by law. Transfer mechanisms may be updated to reflect legal changes.
Assistance. Where reasonably possible, Oladoctor will assist the Provider with data-subject requests, security obligations, DPIAs and consultations with authorities. Where assistance requires material effort, Oladoctor may charge reasonable costs.
Personal-data breaches. Oladoctor will notify the Provider without undue delay after becoming aware of a personal-data breach, share available details (which may be initial/high-level) and provide updates. Notification is not an admission of fault.
Audits. No more than once in any 12-month period (unless required by law/regulator), the Provider may assess Oladoctor’s compliance by reviewing information necessary to demonstrate compliance with Art. 28 GDPR, including any current independent audit/certification reports (if available) and/or by completing a remote security questionnaire. On-site audits occur only if required by law/regulator, with 30 days’ prior notice, subject to confidentiality, a defined scope, and no access to other customers’ data; costs borne by the Provider; no competitors as auditors. The Processor is not obliged to obtain or maintain any particular certification.
Deletion/return. Upon termination or the Provider’s documented request, Oladoctor will delete or return Patient data within a reasonable period (typically up to 30 days). Routine backups are overwritten on schedule (approx. 35-90 days); Oladoctor is not obliged to restore items from backups. Minimal logs may be retained where required by law or necessary for security or defence of legal claims, subject to confidentiality.
Records of processing. Oladoctor maintains Art. 30(2) processor records and will make them available to the extent required by law.
Support content. Support channels are not intended for clinical information; if such information is submitted, it will be processed under this DPA.
Liability. Each party remains responsible for its own GDPR compliance. Nothing in this DPA increases or extends either party’s liability beyond what is set in the Agreement or limits mandatory legal remedies.