This Mentbay Platform Services Terms and conditions herein create a legally binding agreement (the “Agreement”) between Mentbay Health Nigeria Limited ("Mentbay") and the Health Practitioner (“Provider”).
By signing up to the Mentbay Telemedicine Platform (the “Platform”),
- Provider is entering into the Agreement and agrees to be bound by its terms and conditions.
- Provider represents that you Provider is duly licensed without restriction to practice medicine, and are not:
- currently excluded, debarred, or otherwise ineligible to provide healthcare services in your country.
- convicted of a criminal offense related to the provision of health care items or services but have not yet been excluded, debarred, or otherwise declared ineligible to participate in the health care services; or
- under investigation or otherwise aware of any circumstances which may result in Provider or from being excluded from participation in medical practice.
For the avoidance of doubt, these shall be ongoing representations and warranties during the term of the Agreement. Provider shall immediately notify Mentbay of any change in the status of these representations and warranties. Please read this Agreement carefully and do not use the Mentbay Platform, if you are unwilling or unable to be bound by the terms of the Agreement.
ENGAGEMENT
Mentbay will provide the administrative and technological support services described herein, which are designed to facilitate Provider’s delivery of Telemedicine Medical Services (defined below).
Provider’s services include, without limitation, the delivery of medical care to a patient physically located at another site through the use of advanced telecommunications technology that allows Provider to remotely see and hear the Patient in real time.
MENTBAY’S
RESPONSIBILITIES
Subject to the terms and conditions of the Agreement, Mentbay agrees to use commercially reasonable efforts to provide the following services;
- Telemedicine Platform. Provide access to a web-based platform (Mentbay Telemedicine Platform”) for
- Provider to connect with Patients at other locations via video conference, and any other suitable means.
- To perform administrative and other non-Telemedicine Medical Services tasks.
- Management and Administration Services. Administrative support to Provider that may be required from time-to-time by Provider for its management of Telemedicine Medical Services, including:
- Reimbursement, including, information regarding third-party pay or requirements and billing and collection for Telemedicine Medical Services;
- Notice and/or consent requirements for Provider relating to the provision of Telemedicine Medical Services;
- Compliance, including, coordination with Provider regarding applicable laws, rules, regulations and standards imposed by law to the extent of Diagnostar’s knowledge of same.
- Other Support Services. Other support services as may be requested by Provider from time-to-time and as shall be mutually agreed upon by the parties.
PROVIDER’S
RESPONSIBILITIES.
Provider is, and will remain, solely responsible for:
- The provision of Telemedicine Medical Services and all other professional medical services and aspects relating to Provider’s practice of medicine to Patients on the Platform.
- And based upon the medical consult, respond as follows:
- Determine that the patient’s condition is a life-threatening emergency, notify the Patient and also notify the Medical Administrator to direct the patient to the nearest emergency facility; or
- Determine that the patient’s condition is not a life-threatening emergency, and advise the patient on how to treat the condition, suggest medication as necessary, and advise on follow up with medical administrators as needed;
- Documenting the Telemedicine Medical Services in Provider’s clinical records;
- Ensuring the Mentbay Telemedicine Platform is used in accordance with applicable instructions, training materials and other online material that may be made available by Mentbay from time to time.
- Complying with applicable laws, rules, regulations and standards imposed by government health care programs, licensing agencies and applicable accreditation bodies, including, without limitation, with respect to the provision of Telemedicine Medical Services in your respective country of domicile.
- Provider must have all licenses (medical license), permits, insurance, registrations, certifications and other documentation that are required in Provider’s country of practice for providing medical services. It is provider’s obligation to maintain the validity of all aforementioned documentation. Mentbay reserves the right to require you to present evidence and submit for review all the necessary licenses, permits, approvals, authority, registrations and certifications.
(Patients are aware the Platform is not for built for emergencies; b(i) creates a failproof system for patients who might present with emergencies)
REVIEW
After a medical consult via telecommunications to assess a Patient’s medical needs, the Provider shall submit a summary of each encounter/report on diagnosis to the Medical Administrators, who shall review and thereafter have the sole power to accept, reject or modify same in accordance with the medical ethics and practice in Nigeria.
This clause 3 however does not indemnify or shield a Provider from liability due to gross negligence and professional misconduct.
COMPENSATION
As compensation for the telemedicine services provided by Provider to the patient, Mentbay shall remit the fees paid by the patient(s) who have been attended to, and shall make the requisite payments into the designated account provided on the Platform, at the end of the month. These remittances shall be made after Mentbay deducts its service charge in the amount/percentage which shall be communicated to you from time to time.
PLATFORM
- Restrictions on Use. Provider must use the Mentbay Telemedicine Platform solely for its intended purposes in accordance with the Agreement. Provider may not sell, redistribute, reproduce or sublicense the Mentbay Telemedicine Platform, or make it available to any third party, other than as expressly set forth in the Agreement. Provider must not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Mentbay Telemedicine Platform, or any part thereof.
- Changes to Platform. Mentbay may, in its sole discretion, make any changes to the Mentbay Telemedicine Platform that it deems necessary.
PROPRIETARY RIGHTS
Except as expressly set forth in the Agreement, Mentbay retains and reserves all rights, title and interest in and to
- the Mentbay Telemedicine Platform, all services provided on the platform, all improvements, enhancements or modifications thereto.
- any software, applications, inventions or other technology developed in connection with the Telemedicine Platform Services; and all intellectual property and proprietary rights in and related to Mentbay, its platform and/or any services provided on its platform.
TERM
- Effective Date. The terms of the Agreement will become effective upon submission of the Activation Sidebar or signing of this agreement and will continue until this Agreement and all Telemedicine Platform Services are terminated.
- Termination:
-
- Provider shall request the termination of this agreement at any time. Mentbay shall do the following after such request is made:
- Confirm the absence of any pending patient appointments or encounters.
- Confirm from the Administrator that every previous patient telemedicine cycle is completed.
After which the Provider termination request shall be approved, and right to use Platform shall be terminated.
- Mentbay may suspend or terminate Provider’s access to the Platform at any time. Mentbay is also entitled to block and delete accounts without a prior notice for any reason whatsoever.
- Mentbay reserves the right to change, suspend, or discontinue all or part of the Service, temporarily or permanently, without prior notice.
After termination of this Agreement, Provider must immediately stop using the Mentbay Platform, Mentbay Telemedicine Services and Mentbay Provider Account.
DISCLAIMER
The telemedicine platform services are provided “as is.” Mentbay to the maximum extent permitted by law, disclaims all warranties, express or implied, including, but not limited to, implied warranties of non-infringement, merchantability and fitness for a particular purpose.
Without limiting the foregoing, except as expressly provided herein or the activation sidebar, Mentbay does not give any warranty that access to the Mentbay telemedicine platform will be uninterrupted or error free. Further, no Mentbay makes any representations or warranties with respect to services provided by third party technology service providers relating to the Mentbay telemedicine platform, including hosting and maintenance services. To the maximum extent permitted by law, Provider hereby waives any claim against each Mentbay relating to such technology services and agrees any such claim will, as between the applicable Mentbay and such service, be solely against such service.
Additionally, notwithstanding anything to the contrary contained in these terms or in the activation sidebar, provider acknowledges and agrees:
- no part of the telemedicine platform services constitutes the provision of legal advice or services in any manner, and
- the telemedicine platform services do not ensure provider’s compliance with applicable laws or regulations outside Nigeria.
NON-SOLICITATION
- Without Diagnostar’s prior written consent, Provider shall not cause or permit any other person or entity to solicit or otherwise cause any Patient to terminate its participation on the Mentbay Telemedicine Platform during the period that this Agreement remains in effect and for a period of the greater of three (3) years from the date of termination, expiration or cancellation of this Agreement.
- Furthermore, during such period stated above, Provider shall not directly or indirectly through another entity call on, solicit, or take away or attempt to call on, solicit, or take away any Patient, Client, Partner, Agent, Administrator or any other Party, in order to induce or attempt to induce such person(s) to cease doing business with Mentbay or its affiliates.
- Furthermore, Provider shall not induce a patient to leave the platform to interact, conduct, start, or continue any medical related consultation or exercise outside of the Mentbay Platform.
If Provider, directly or indirectly, violates the provisions of this clause 9, by its own act or omission or by permitting the act or omission of any other person or entity described herein, Providers rights under this contract shall immediately terminate. Mentbay shall be entitled to block, delete such provider’s account, and shall be entitled to all remedies under this Agreement and/or applicable law and
This paragraph 9 shall survive for a period of Three (3) years following any termination of this Agreement.
INDEMNITY
Parties shall indemnify themselves in all matters relating to or arising from violation of this agreement and/or subsequent rules and laws or regulations of Nigeria and/or the Providers country. Each Party shall indemnify and hold harmless the other Party, from any damages, losses, liabilities, costs and fees (including reasonable attorney’s fees) awarded against them (other party) relating to any such claim, suit, demand, or action arising from a violation of this Agreement.
CONFIDENTIALITY
The parties acknowledge and agree that each party’s confidential information is proprietary and integral to such party’s business and career and agree to keep such confidential information confidential and not use or disclose such confidential information to any third person except as contemplated herein.
Notwithstanding the foregoing, confidential information does not include information that
- is or became generally available to the public,
- was in its possession or known by the receiving party prior to receipt from the disclosing party,
- is required to be disclosed by law.
OTHER PROVISIONS
- Force Majeure. Parties are not responsible nor liable for any delays or failures in performance relating to any cause beyond its control, including, but not limited to acts of God; changes to law or regulations; war; acts or omissions of third-party technology providers; riots; fires; natural disasters; acts of hackers, internet service providers or any other third party; or acts or omissions.
- Severability. Nothing in the Agreement is intended to conflict with current law or regulation. If a term of the Agreement is inconsistent with such authority, then that term shall be invalid, but the remaining terms and conditions of the Agreement shall remain in full force and effect.
DISPUTE
The Parties hereby agree that, in the event of any dispute between the Parties relating to this Agreement, they shall first seek to resolve the dispute through informal discussions. In the event any dispute cannot be resolved informally within sixty (60) calendar and consecutive days, the Parties agree that the dispute will be negotiated between the Parties through mediation. If Parties can agree on a mediator then the costs of mediation shall be shared equally by the Parties; Or it shall be referred to arbitration under the Rules of Arbitration. A single arbitrator shall preside over the tribunal and the arbitrator shall be appointed in accordance with the said Rules of Arbitration and in accordance with the Arbitration and Conciliation Act (Cap A18) Laws of the Federation of Nigeria, 2004 or any statutory modification or amendment in force for the time being. The place of arbitration shall be Lagos, Nigeria and the language of the proceedings shall be the English language. The Parties shall be bound by an arbitration award rendered as a result of such arbitration as the final adjudication of such dispute.